Exhibit 10.1
LOAN AGREEMENT
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THIS LOAN AGREEMENT dated as of December 15, 2001 (the "Loan
Agreement") between RMH Teleservices, Inc. (the "Company"), a Pennsylvania
corporation with offices at 00 Xxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, and
______________ (the "Employee").
WITNESSETH:
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WHEREAS, pursuant to a resolution of the Company's Board of Directors
adopting the 2001 Stock Award Plan (the "Plan"), the Company has awarded shares
of Company Common Stock, no par value, to the Employee, subject to certain risks
of forfeiture; and
WHEREAS, upon receiving shares of the Company's Common Stock (the
"Stock"), Employee has made an election (the "83(b) Election") under Section
83(b) of the Internal Revenue Code of 1986, as amended, and applicable
regulations promulgated thereunder (the "Code"); and
WHEREAS, the Company has agreed to lend to Employee certain amounts
(the "Loan") in connection with tax liabilities incurred by Employee by reason
of the 83(b) Election; and
WHEREAS, the Company is obligated to make withholding payments with
respect to Employee's income attributable to the transfer of the Stock and
Employee's 83(b) Election, which amounts are required to be withheld from other
amounts payable by the Company to Employee or to be made available by Employee
to the Company in connection with the transfer of the Stock under the terms of
the Plan; and
WHEREAS, Employee will execute and deliver to the Company a promissory
note to evidence the Loan made hereunder (the "Note").
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations hereinafter contained, and intending to be legally bound hereby,
the parties hereto mutually agree as follows:
(a) The Company Loan and Note.
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(i) The Company agrees, upon the terms and subject to the
conditions hereinafter set forth, to lend to Employee the sum of
_______________________ dollars ($_____). The Company's Loan, evidenced by the
Note in the form of Exhibit A attached hereto and incorporated herein by
reference, shall be for the amount set forth in the Note, and shall be repaid
and shall bear interest, mature, be subject to redemption or prepayment and
conform in all other respects to such terms as are set forth or incorporated in
the Note;
(ii) The Company and Employee agree that the Loan will be
secured by the Company's Common Stock issued to the Employee through the Plan;
provided, however, that
nothing contained herein shall cause the Loan to be treated as limiting recourse
to such Common Stock, and it is agreed that the liability for repayment of the
Loan shall be with personal recourse to Employee.
(b) Application of Loan Proceeds. The loan is to be used to pay
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Employee's obligations with respect to the withholding payments required to be
made by the Company in connection with the transfer of the Stock and Employee's
83(b) Election.
(c) Representations and Warranties of Employee. In connection with
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the Loan hereunder, Employee represents and warrants to the Company that this
Agreement constitutes the legal, valid and binding obligation of Employee,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by Employee do not and shall not conflict with,
violate or cause a breach of any agreement, contract or instrument to which
Employee is a party or any judgment, order or decree to which Employee is
subject.
(d) Relation to Employment Terms. As an inducement to the Company
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to issue the Loan to the Employee and as a condition thereto, Employee
acknowledges and agrees that:
(i) neither the issuance of the Loan to Employee nor any
provision contained herein or in the Note shall entitle Employee to remain in
the employment of the Company and its subsidiaries or affect the right of the
Company to terminate Employee's employment at any time;
(ii) upon an occasion in which the Employee resigns or leaves
the employ of the Company in any other voluntary manner, or the Employee's
employment is terminated for Cause, the provisions of this Loan Agreement shall
remain in full force and effect; and all amounts then due shall become payable
in full over a period not to exceed ___________ [e.g., six months]. For purposes
of this Agreement, "Cause" shall mean: (a) any finding by the Company, after
full consideration of the facts presented on behalf of both the Company and the
Employee, that the Employee has been engaged in disloyalty to the Company or an
affiliate of the Company, including, without limitation, fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of the
Employee's employment or service, or has disclosed trade secrets or confidential
information of the Company or an affiliate of the Company; or (b) any other
event that would constitute "cause" for a termination of Employee's employment
with the Company under the terms of any employment agreement between the Company
and Employee as may be in effect from time to time.
(e) Covenant of the Company. The Company covenants and agrees, so
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long as the Loan Agreement remains in effect or the Loan is outstanding, that
upon an occasion in which the Employee's employment is terminated by the Company
without Cause, the Loan Agreement will be rendered null and void and any debt
remaining on the Loan will be forgiven or assumed by the Company, and the Note
shall be canceled and returned to the Employee.
(f) General Provisions.
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(i) Severability. Whenever possible, each provision of this
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Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(ii) Complete Agreement. This Agreement, those documents
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expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
(iii) Counterparts. This Agreement may be executed in
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separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement.
(iv) Successors and Assigns. Except as otherwise provided
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herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Employee and the Company and their respective successors and assigns. The
Company may assign its rights and obligations under this Agreement without the
consent of the Employee. The Employee may not assign its rights and obligations
under this Agreement, and any such assignment, without the Company's consent,
shall be void ab initio.
(v) Choice of Law. All questions concerning the
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construction, validity, enforcement and interpretation of this Agreement and the
exhibits hereto shall be governed by the internal law, and not the law of
conflicts, of the Commonwealth of Pennsylvania.
(vi) Remedies. Each of the parties to this Agreement shall
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be entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor.
(vii) Amendment and Waiver. The provisions of this Agreement
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may be amended and waived only with the prior written consent of the Company and
Employee.
(viii) Business Days. If any time period for giving notice or
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taking action hereunder expires on a day which is a Saturday, Sunday or legal
holiday in the state in which the Company's chief executive office is located,
the time period shall be automatically extended to the business day immediately
following such Saturday, Sunday or holiday.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
RMH Teleservices, Inc.
By:
Its:
Employee
Schedule of Terms
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Exhibit 10.1 of Item 6(a) of Part II of this Quarterly Report on Form 10-Q is a
form of the loan agreement (the "Loan Agreement") dated as of December 15, 2001
by and the Company and certain employees of the Company. Each of the following
officers of the Company entered into such a Loan Agreement with the Company and
each officer is defined as the "Employee" for the purpose of such officer's
respective Loan Agreement:
1. Xxxx Xxxxxxx
2. J. Xxxx Xxxxxx
3. Xxxxxx Xxxxxxxxx
4. Xxxx Xxxxxx
5. Xxxx Xxxxxxx
6. Xxxxxxx Xxxxxxx
