EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of October 13, 2000, by and among Aegis Communications Group, Inc., a
Delaware corporation (the "Parent"), Advanced Telemarketing Corporation, a
Nevada corporation ("ATC"), IQI, Inc., a New York corporation ("IQI")
(together, ATC and IQI are referred to as the "Company"), and Xxxxxx X. X.
Xxxxxxxx ("Employee").
R E C I T A L S:
The Company and the Parent desire to employ Employee under the terms
and conditions of this Agreement. Employee represents that as of the date of
this Agreement Employee is free from any other obligation of continuing
employment with his former employer.
Employee desires employment by the Company and the Parent under the
terms and conditions of this Agreement and further desires to be granted
access to the Company's and the Parent's proprietary information.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the parties agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions set forth in this
Agreement, each of the Company and the Parent employ Employee, and Employee
accepts such employment by the Company and the Parent.
2. DUTIES OF EMPLOYEE.
(a) Employee will serve in the capacity of Executive
Vice-President, Administration of the Company and the Parent, subject to the
reasonable supervision of the President and Chief Executive Officer of the
Company and the Parent. In such capacity, Employee will have all necessary
powers to discharge the responsibilities customarily performed by the
Executive Vice-President, Administration, subject in each case to the
President's and Chief Executive Officer's supervision and control. Employee
will report to the President and Chief Executive Officer of the Company and
the Parent.
(b) Commencing November 6, 2000 (the "Effective Date") and during
the remaining term of this Agreement, Employee will devote his full business
time and effort to the performance of his duties and responsibilities as
Executive Vice-President, Administration. Notwithstanding the foregoing,
Employee may spend reasonable amounts of time on his personal civic
activities that do not interfere with the performance of his duties and
responsibilities to the Company and the Parent. Employee acknowledges that
Parent's headquarters are currently located in the Dallas, Texas metropolitan
area, and hereby commits that he will perform his duties and responsibilities
by officing in and physically working from these headquarters on a full-time
equivalent basis, except to the extent that ordinary and necessary business
travel obligations require otherwise or to address family emergencies.
(c) Employee will comply with the written rules and regulations
of the Company and the Parent respecting their businesses and perform the
directives and policies of the Company and the Parent as they may from time
to time be stated to Employee verbally or in writing by the President and
Chief Executive Officer and Board of Directors of the corporation.
(d) Employee will comply with Company and Parent policy regarding
the maintenance of accurate business records as may from time to time be
required by the Company or the Parent. Such records may be examined by the
Company or the Parent, as the case may be, at all reasonable times after
written request is delivered to Employee. Any such document will be
delivered to the Company or the Parent, as the case may be, promptly upon
request.
(e) Employee agrees not to solicit or receive any income or other
compensation from any third party in connection with his employment with the
Company and the Parent. The Employee agrees, upon written request by the
Company or the Parent, to render an accounting of all transactions relating
to his business endeavors during the term of his employment hereunder.
3. TERM. The term of this Agreement (the "Term") will commence on
the Effective Date and continue until terminated in accordance with Section 8
of this Agreement.
4. SALARY. Commencing on the Effective Date, the Parent will pay
Employee an annual base salary during the term of this Agreement for his
services as Executive Vice-President, Administration of $225,000, which will
be payable in installments in accordance with the Parent's standard payroll
practice. Such base salary will not include any benefits made available to
Employee or any contributions or payments made on his behalf pursuant to any
employee benefit plan or program of the Parent, including any health,
disability or life insurance plan or program, 401K plan, cash bonus plan,
stock incentive plan, retirement plan or similar plan or program of any
nature. Employee's performance and base salary will be reviewed by the
President and Chief Executive Officer and the Board of Directors annually (at
the regularly scheduled board meeting occurring nearest in time to each
anniversary of the Effective Date) and, in the discretion of the Board of
Directors or the compensation committee thereof, may be increased, but not
decreased without Employee's consent, by such amount as the Board of
Directors or such committee shall determine. The Company will have no
separate salary obligation to Employee.
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Employee Parent & Co.
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5. BONUS COMPENSATION.
(a) The Parent will pay Employee annual performance based cash
bonuses of up to 75% of Employee's then current salary in accordance with
EXHIBIT A attached to this Agreement and the bonus plan adopted by the
Board of Directors for each applicable year. As an example, the Aegis
Communications Group, Inc., 2000 Variable Incentive Compensation ("VIC")
Program is attached as part of Exhibit A. The Employee's annual
performance bonus will be prorated for any partial year of employment.
(b) The Parent shall pay Employee a lump sum signing bonus in the
gross amount of $10,000.00 on January 10, 2001.
(c) The Company shall have no separate obligations to Employee
with respect to bonus compensation, but shall be jointly and severally
liable with the Parent for the payment of the bonus payments contemplated
by subparagraphs (a) and (b) above.
6. EMPLOYEE BENEFITS. During the term of this Agreement, the Parent
will provide Employee with all benefits made available from time to time by
the Parent to its employees generally and to Executives who hold positions
similar to that of Employee (including the benefits granted to other officers
of the Parent), such benefits to be in accordance with the Parent's policies.
Specifically, Employee's benefits will include participation in medical and
dental benefit plans or programs (providing coverage for Employee's immediate
family); disability insurance; 401-K plans as soon as Employee is eligible to
participate in such plans; term life insurance payable to Employee's
designated beneficiary; up to two weeks' sick leave annually (if needed); and
two weeks' paid vacation. The Company will have no separate obligations to
Employee with respect to employee benefits, but shall be jointly and
severally liable with Parent for the prompt payment of the benefit
obligations set forth herein.
7. REIMBURSEMENT OF EXPENSES. The Parent will reimburse Employee, in
accordance with Parent and Company policy, for all expenses actually and
reasonably incurred by him in the business interests of the Parent or the
Company. Reimbursement will be made to Employee upon appropriate
documentation of such expenditures in accordance with the Parent's written
policies. The Parent will also reimburse Employee for all expenses actually
and reasonably incurred by Employee in relocating to the Dallas-Fort Worth
metropolitan area, including reasonable and customary real estate commissions
and closing costs incurred in selling Employee's current principal place of
residence in Atlanta and reasonable and customary closing costs incurred in
buying a principal place of residence in the Dallas-Fort Worth metropolitan
area, exclusive of financing "points". Reimbursement will be made to
Employee upon appropriate documentation of such expenditures in accordance
with the Company's written policies.
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The Parent will also reimburse Employee for all expenses actually and
reasonably incurred by Employee for temporary living and commuting costs for
the first ninety (90) days following the employment date, and Employee will
be responsible for all such costs and expenses thereafter. Employee agrees
to establish a residence in the Dallas-Fort Worth metropolitan area as soon
as reasonably practicable.
8. EARLY TERMINATION. It is the desire and expectation of each party
that the employer-employee relationship will continue as specified herein and
be a pleasant and rewarding experience for the parties hereto. The Company
or the Parent will, however, be entitled to terminate Employee's employment
at any time with or without Cause (as defined in this Section 8). If the
Parent or the Company terminate Employee's employment without Cause, if the
Parent or the Company terminate Employee's employment following a Change in
Control (as defined in this Section 8), or Employee terminates such
employment following occurrence of an Employee Termination Event, however,
the Parent will pay Employee twelve months' salary as severance compensation
(based on Employee's then current annual base salary) in accordance with the
Parent's standard payroll practice, but not less than monthly. The Company
will have no separate obligation to Employee with respect to severance
compensation, but shall be jointly and severally liable with Parent for the
prompt payment of the salary obligations set forth herein.
If Employee dies, is unable to perform his duties and responsibilities
as a result of disability that continues for 120 consecutive days or more or
that exists for 180 days in any twelve month period ("Disability"),
voluntarily resigns from the Company or the Parent (other than a termination
by Employee following occurrence of an Employee Termination Event), or is
terminated for Cause, the Parent will pay Employee (or his estate, executor
or legal representative, as appropriate) any salary that has accrued to the
date employment ceases, and the Parent's obligations to pay additional salary
or cash compensation or benefits will terminate as of such date.
"Cause," for the purpose of this Agreement, will mean the occurrence
of any of the following events:
(a) Performance by Employee of any willful misconduct relating to the
activities of the Company or the Parent, or commission by Employee of any
illegal or fraudulent acts or criminal conduct which in the opinion of the
Parent's Board of Directors will have or is reasonably likely to have a
material adverse effect on the profitability, reputation or goodwill of the
Company or Parent;
(b) A conviction of or NOLO CONTENDERE plea by Employee for any
criminal acts involving moral turpitude having or reasonably likely to have a
material adverse effect upon the Company or the Parent, including, without
limitation, upon their profitability, reputation or goodwill;
(c) Willful or grossly negligent failure by Employee to perform his
duties in a
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Employee Parent & Co.
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manner consistent with the Company's or the Parent's best interests which he
fails to cure within thirty (30) days after receiving written notice thereof;
(d) Willful refusal by Employee to carry out reasonable instructions
of the Company's or the Parent's President and Chief Executive Officer or
Board of Directors not inconsistent with the provisions of this Agreement;
(e) Employee's failure to honor his obligations referred to in
Section 2(b);
(f) Violation by Employee of any of Employee's covenants and
agreements contained in Sections 9, 10 or 11 of this Agreement; or
(g) Any other material breach of Employee's obligations hereunder,
which he fails to cure within thirty (30) days after receiving written notice
thereof.
"Termination without Cause" shall mean termination by Parent or the
Company for a reason other than "Cause" and "Employee Termination Event"
shall mean termination by Employee, as a consequence of any of the following
events, if such event occurs without Employee's prior consent:
(a) Employee's compensation is materially reduced or Parent fails to
make available to Employee a performance bonus plan with a target bonus of at
least 75% of Employee's base salary based upon full achievement of the goals
established by the plan;
(b) Employee's responsibilities, functions or duties as Executive
Vice-President are materially reduced; or
(c) Employee's title or reporting relationships change;
(d) Employee is forced to transfer his principal office or principal
place of residence from the Dallas-Fort Worth area.
A "Change in Control" will be deemed to occur in the following events:
(i) The acquisition in one or more transactions by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934
Act")), of "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the 0000 Xxx) of a majority of the
combined voting power of the Parent's then outstanding voting
securities (the "Voting Securities"), PROVIDED, HOWEVER, that for
purposes of this subsection (i), the Voting Securities acquired
directly from the Parent by any Person shall be excluded from the
determination of such Person's Beneficial Ownership of Voting
Securities
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(but such Voting Securities shall be included in the calculation
of the total number of Voting Securities then outstanding), and
PROVIDED FURTHER, HOWEVER, that for purposes of this subsection
(i), Person shall in no event include Questor Partners Fund II,
L.P., Xxxxxx Equity Investors III, L.P., or any of their
affiliates; or
(ii) Approval by stockholders of the Parent of (A) a merger or
consolidation involving the Parent if the stockholders of the
Parent immediately before such merger or consolidation do not
own, directly or indirectly immediately following such merger or
consolidation, at least a majority of the combined voting power
of the outstanding voting securities of the corporation resulting
from such merger or consolidation in substantially the same
proportion as their ownership of the Voting Securities
immediately before such merger or consolidation or (B) a complete
liquidation or dissolution of the Parent or an agreement for the
sale or other disposition of all or substantially all of the
assets of the Parent.
(iii) Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because a majority or more of the then
outstanding Voting Securities is acquired by (i) a trustee or
other fiduciary holding securities under one or more employee
benefit plans maintained by the Parent or any of its subsidiaries
or (ii) any corporation that, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders
of the Parent in the same proportion as their ownership of stock
in the Parent immediately prior to such acquisition;
(iv) Moreover, notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than the
permitted amount of the outstanding Voting Securities as a result
of the acquisition of Voting Securities by the Parent which, by
reducing the number of Voting Securities outstanding, increases
the proportional number of shares Beneficially Owned by the
Subject Person, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Parent, and after such
share acquisition by the Parent, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
9. NON-COMPETITION AGREEMENT. Employee understands that during the
course of his employment by the Company and the Parent, Employee will (i)
have access to and receive the benefit of special training and unique
information, including, but not limited to, research, systems, development,
marketing, management, business
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Employee Parent & Co.
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development, customer satisfaction methods and techniques, business process
improvements and other developments in marketing methods and providing
services to their customers, and (ii) represent the Company and the Parent
and their affiliates and develop contacts and relationships with other
persons and entities on behalf of such entities, including but, not limited
to, customers, potential customers and other employees of such entities. To
protect such entities' interest in this information and in these contacts and
relationships, Employee agrees and covenants that during the term of his
employment by the Company and the Parent, and for a period of one year after
the termination of such employment for any reason, without prior written
approval of the Company and the Parent, Employee will not, in connection with
any business that is engaged in, or is about to be engaged in, by the Company
or the Parent, which includes, but is not limited to, inbound and outbound
telemarketing and customer care services, whether conducted by telephone or
the internet, and the provision of market research services as currently
provided by Xxxxxx & Lavidge, the consulting, design and implementation of
any of these services, including organization and investment in related
industries or professions (the "Business"), directly or indirectly, either as
an individual or as an employee, partner, officer, director, shareholder,
advisor, or consultant or in any other capacity whatsoever, of any person
(other than ownership of less than 5% of the issued and outstanding voting
securities of a publicly held corporations): (a) recruit, hire, assist others
in recruiting or hiring, discuss employment with, or refer to others for
employment any person who is, or within the 12 month period immediately
preceding the date of any such activity was, an employee of the Company or
the Parent or their affiliates; or (b) conduct or assist others in conducting
any business or activity that competes with the Business in the United
States, its territories or possessions.
It is understood and agreed that the scope of the foregoing covenant
is reasonable as to time, area and persons and is necessary to protect the
legitimate business interests of the Company, the Parent and their
affiliates. It is further agreed that such covenant will be regarded as
divisible and will be operative as to time, area and persons to the extent
that it may be so operative, and if any part of such covenant is declared
invalid, unenforceable, or void as to time, area or persons, the validity and
enforceability of the remainder will not be affected.
If Employee violates the restrictive covenants of this Section 9 and
the Company or the Parent brings legal action for injunctive or other relief,
neither the Company nor the Parent will be deprived of the benefit of the
full period of the restrictive covenant, as a result of the time involved in
obtaining the relief. Accordingly, Employee agrees that the restricted
period following the term of employment will have a duration of one year, and
the regularly scheduled expiration date of such covenant will be extended by
the same amount of time that Employee is determined to have violated such
covenant.
10. CONFIDENTIALITY. Employee acknowledges that he has learned and
will learn Confidential Information (as defined herein) relating to the
business conducted and to be conducted by the Company, the Parent or their
affiliates. Employee agrees that he will not, except in the normal and
proper course of his duties hereunder, disclose or use
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Employee Parent & Co.
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or authorize any third party to disclose or use any such Confidential
Information, without prior written approval of the Company or the Parent. As
used in this Section 10, "Confidential Information" will mean information
disclosed to or known to Employee as a direct or indirect consequence of or
through his employment with the Company or the Parent, about any customer's,
supplier's or the Company's or the Parent's business, methods, business
plans, operations, products, processes, and services, including, but not
limited to, information relating to research, development, inventions,
recommendations, programs, systems, and systems analyses, flow charts,
finances, and financial statements, marketing plans and strategies,
merchandising, pricing strategies, merchandise sources, client sources,
system designs, procedure manuals, automated data programs, financing
methods, financial projections, terms and conditions of arrangements of any
business, computer software, terms and conditions of business arrangements
with clients or suppliers, reports, personnel procedures, supply and services
resources, names and addresses of clients, the Company's or the Parent's
contacts, names of professional advisors, and all other information
pertaining to clients and suppliers, including, but not limited to assets,
business interests, personal data and all other information pertaining to the
Company or the Parent, clients or suppliers whatsoever, including all
accompanying documentation. All information disclosed to Employee, or to
which Employee has access during the period of his employment, which is
treated by the Employer as Confidential Information, will be presumed to be
Confidential Information hereunder. Confidential Information will not,
however, include information that (i) is publicly known or becomes publicly
known through no fault of Employee, or (ii) is generally or readily
obtainable by the public, or (iii) constitutes general skills, knowledge and
experience acquired by Employee before and/or during his employment with the
Company and the Parent.
Employee agrees that all documents of any nature pertaining to
activities of the Company, the Parent or their affiliates, or that include
any Confidential Information, in his possession now or at any time during the
term of his employment, including without limitation, memoranda, notebooks,
notes, data sheets, records and computer programs, are and will be the
property of such entity and that all copies thereof will be surrendered to
the appropriate entity upon termination of his employment.
11. INVENTIONS; DEVELOPMENTS. Employee agrees to notify the Company
and the Parent of any discovery, invention, innovation, or improvement which
is related to the Business or to the business of any customer or supplier
(collectively called "Developments") conceived or developed by Employee
during the term of the Employee's employment. Developments will include,
without limitation, developments in computer software, logical systems,
algorithms, and any or all other intellectual properties related to the
Business. All Developments, including but not limited to all written
documents pertaining thereto, will be the exclusive property of the Company
or the Parent, as the case may be, and will be considered Confidential
Information subject to the terms of this Agreement. Employee agrees that
when appropriate, and upon written request of the Company or the Parent, as
the case may be, the Employee will acknowledge that Developments are "works
for hire" and will file for patents or copyrights with regard to any or all
Developments and will sign documentation necessary
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Employee Parent & Co.
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to evidence ownership of Developments in the Company or the Parent, as the
case may be.
12. EXIT INTERVIEW. To insure a clear understanding of this
Agreement, including, but not limited to, the protection of the Company's and
the Parent's business interests, Employee agrees, at no additional expense to
the Company and the Parent, at a mutually acceptable time and place to engage
in an exit interview with the Company and the Parent prior to Employee's
departure from the Company and the Parent.
13. RIGHT OF SETOFF. The Company and the Parent will be entitled, at
their option and not in lieu of any other remedies to which they may be
entitled, to set off any amounts due Employee or any affiliate of Employee
against any amount due and payable by Employee or any affiliate of Employee
to the Company and the Parent ("Set-Offs") pursuant to this Agreement or
otherwise, provided that the Set-Offs are set forth in detail in writing with
supporting evidence to substantiate each Set-Off.
14. Miscellaneous.
(a) Any notice, demand or request required or permitted to be
given or made under this Agreement will be in writing and will be deemed
given or made when delivered in person, when sent by United States registered
or certified mail, or postage prepaid, or when telecopied to a party at its
address or telecopy number specified below:
If to the Parent or the Company:
Aegis Communications Group, Inc.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxx
President
Telecopy number: (000) 000-0000
With a copy to:
Xxxxxx & Xxxx, L.L.P.
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxx Xxxxxx Birch
Telecopy number: (000) 000-0000
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Employee Parent & Co.
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If to Employee:
Xxxxxx X. X. Xxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
With a copy to:
The parties to this Agreement may change their addresses for notice in
the manner provided above.
(b) All section titles and captions in this Agreement are for
convenience only, will not be deemed part of this Agreement, and in no way
will define, limit, extend or describe the scope or intent of any provisions
hereof.
(c) Whenever the context may require, any pronoun used in this
Agreement will include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs will include the plural
and vice versa.
(d) The parties will execute all documents, provide all
information and take or refrain from taking all actions as may be reasonably
necessary or appropriate to achieve the purposes of this Agreement.
(e) This Agreement will be binding upon and inure to the
benefit of the parties hereto, their representatives and permitted successors
and assigns. Except for the provisions of Sections 9, 10 and 11 of this
Agreement, which are intended to benefit the Company's and the Parent's
affiliates as third party beneficiaries, or as otherwise expressly provided
in this Agreement, nothing in this Agreement, express or implied, is intended
to confer upon any person other than the parties to this Agreement, their
respective representatives and permitted successors and assigns, any rights,
remedies or obligations under or by reason of this Agreement.
(f) This Agreement constitutes the entire agreement among the
parties hereto pertaining to the specific subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.
(g) None of the provisions of this Agreement will be for the
benefit of or enforceable by any creditors of the parties, except as
otherwise expressly provided herein.
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(h) No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement
or to exercise any right or remedy consequent upon a breach thereof will
constitute waiver of any such breach or any other covenant, duty, agreement
or condition.
(i) This Agreement may be executed in counterparts, all of
which together will constitute one agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart.
(j) THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW. All claims, disputes, and controversies arising out of
or relating to this Agreement or the performance, breach, validity,
interpretation, application or enforcement hereof, including any claims for
equitable relief or claims based on contract, tort, statute, or any alleged
breach, default, or misrepresentation in connection with any of the
provisions hereof, will be resolved by binding arbitration. Provided,
however, an aggrieved party may petition a federal or state court of
competent jurisdiction in Dallas County, Texas for interim injunctive or
other equitable relief to preserve the STATUS QUO until arbitration can be
completed in the event of an alleged breach of Section 9, 10, or 11 of this
Agreement. A party may initiate arbitration by sending written notice of its
intention to arbitrate to the other party and to the American Arbitration
Association ("AAA") office located in Dallas, Texas (the "Arbitration
Notice"). The Arbitration Notice will contain a description of the dispute
and the remedy sought. The arbitration will be conducted at the offices of
the AAA in Dallas, Texas before an independent and impartial arbitrator who
is selected by mutual agreement, or, in the absence of such agreement, before
three independent and impartial arbitrators, of whom each party will appoint
one, with the third being chosen by the two appointed by the parties. In no
event may the demand for arbitration be made after the date when the
institution of a legal or equitable proceeding based on such claim, dispute,
or other matter in question would be barred by the applicable statute of
limitations. The arbitration and any discovery conducted in connection
therewith will be conducted in accordance with the Commercial Rules of
arbitration and procedures established by AAA in effect at the time of the
arbitration, including without limitation the expedited procedures set forth
therein (the "AAA Rules"). The decision of the arbitrator(s) will be final
and binding on all parties and their successors and permitted assignees. The
judgment upon the award rendered by the arbitrator(s) may be entered by any
court having jurisdiction thereof. The arbitrator(s) will be selected no
later than 30 days after the date of the Arbitration Notice. The arbitration
hearing will commence no later than 60 days after the arbitrator(s) is
selected. The arbitrator(s) will render a decision no later than 30 days
after the close of the hearing, in accordance with AAA Rules. The
arbitrator's fees and costs will conform to the then current AAA fee schedule
and will be borne equally by the parties.
(k) If any provision of this Agreement is declared or found to
be illegal, unenforceable, or void, in whole or in part, then the parties
will be relieved of all
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Employee Parent & Co.
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obligations arising under such provision, but only to the extent that it is
illegal, unenforceable or void, it being the intent and agreement of the
parties that this Agreement will be deemed amended by modifying such
provision to the extent necessary to make it legal and enforceable while
preserving its intent or, if that is not possible, by substituting therefor
another provision that is legal and enforceable and achieves the same
objectives.
(l) No supplement, modification or amendment of this agreement
or waiver of any provision of this Agreement will be binding unless executed
in writing by all parties to this Agreement. No waiver of any of the
provisions of this Agreement will be deemed or will constitute a waiver of
any other provision of this Agreement (regardless of whether similar), nor
will any such waiver constitute a continuing wavier unless otherwise
expressly provided.
(m) Employee acknowledges and agrees that the Company and the
Parent would be irreparably harmed by any violation of Employee's obligations
under Sections 9, 10 and 11 hereof and that, in addition to all other rights
or remedies available at law or in equity, the Company and the Parent will be
entitled to injunctive and other equitable relief to prevent or enjoin any
such violation. The provisions of Sections 9, 10 and 11 hereof will survive
any termination of this Agreement, in accordance with their terms.
(n) No party may assign this Agreement or any rights or
benefits thereunder without the written consent of the other parties to this
Agreement.
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EXECUTED as of the date first above written.
AEGIS COMMUNICATIONS GROUP,INC.
By:
---------------------------------------
Xxxx X. Xxxxxx,
President and CEO
ADVANCED TELEMARKETING CORPORATION
By:
---------------------------------------
Xxxx X. Xxxxxx,
President and CEO
IQI, INC.
By:
---------------------------------------
Xxxx X. Xxxxxx,
President and CEO
---------------------------------------
Xxxxxx X. X. Xxxxxxxx
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EXHIBIT A
Employee will be entitled to receive a cash bonus of 75% of his
annualized salary (pro-rated for any partial year of employment) upon the
full attainment by the Parent, the Company and their consolidated
subsidiaries of the annual bonus plan objectives stipulated by the Board of
Directors from year to year. Such annual cash bonus will be payable within 30
(thirty) days of the completion of the audit for the applicable year. The
Year 2000 Variable Incentive Compensation (VIC) annual bonus plan is attached
hereto.
As an example, Employee's Year 2000 VIC Program is based only on
EBITDA. For example, if Parent obtains 100% of EBITDA, Employee's bonus
would equal 100% of the proposed payout, or 75% of annual salary on a pro
rated basis. If Parent obtains 120% of EBITDA goal, Employee's bonus would
equal 150% of the proposed 75% of annual salary. Conversely, under the 2000
VIC Program, if the Parent does not attain 70% of its EBITDA goal, no bonus
would be due.
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