EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of October 23, 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. Xxxxxxx ("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
effective 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 President,
Xxxxxx & Lavidge Marketing Research Division (E&L) of IQI, 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
President of a Division, including supervision of E&L's operations,
personnel, performance, and related matters, 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 1, 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 President of E&L. Notwithstanding the foregoing, Employee
may spend reasonable amounts of time on his personal civic and charitable
activities that do not interfere with the performance of his duties and
responsibilities to the Company and the Parent. Employee acknowledges that
that E&L's headquarters are currently located in the Atlanta, Georgia
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 reasonable 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 each
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 President of E&L of $240,000, 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 a target of 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 $35,000.00 within fourteen days of the Effective
Date.
(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 at a
minimum 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 or personal leave (if needed); and three 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.
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
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Employee Parent & Co.
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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 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
Boards of Directors not inconsistent with the provisions of this Agreement
which he fails to cure within thirty (30) days after receiving written notice
thereof;
(e) Employee's failure to honor his obligations referred to in
Section 2(b) which he fails to cure within thirty (30) days after receiving
written notice thereof;
(f) Willfull violation by Employee of any of Employee's covenants
and
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Employee Parent & Co.
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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 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 President of
the E&L Division of IQI 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 Atlanta area.
(e) Employee is asked to do an illegal or unlawful act
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 (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
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Employee Parent & Co.
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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) A sale or transfer of all, or substantially all, of the assets
and business of the E&L Division of IQI to any entity or group of
entities of which the Company and/or Parent does not hold a
controlling interest (i.e. more than 50% of the ownership
interest in the entity or group of entities).
(iv) 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;
(v) 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 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
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Employee Parent & Co.
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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 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,
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Employee Parent & Co.
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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 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
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Employee Parent & Co.
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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 and employee has agreed that
the Set-Offs are due and payable.
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. Xxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
With a copy to:
Xxxxx X. Xxxxxxx
Xxxxxxx and Associates, LLC.
The Grand, Suite 2840
00 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
000-000-0000
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
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Employee Parent & Co.
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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.
(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.
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Employee Parent & Co.
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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 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.
EXECUTED as of the date first above written.
AEGIS COMMUNICATIONS GROUP,INC.
By:
---------------------------------------
Xxxx X. Xxxxxx,
President and CEO
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Employee Parent & Co.
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ADVANCED TELEMARKETING CORPORATION
By:
---------------------------------------
Xxxx X. Xxxxxx,
President and CEO
IQI, INC.
By:
---------------------------------------
Xxxx X. Xxxxxx,
President and CEO
-------------------------------------------
Xxxxxx X. Xxxxxxx
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Employee Parent & Co.
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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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Employee Parent & Co.
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