Stream Global Services, Inc. Sample Contracts

Stream Global Services, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG CONVERGYS CORPORATION, COMET MERGER CO., SGS HOLDINGS, INC. AND THE SELLERS LISTED ON SCHEDULE I (for purposes of Section 2.15, Section 5.12, Section 9.15(b) and Article VIII only) Dated January 6, 2014 (January 7th, 2014)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated January 6, 2014, by and among Convergys Corporation, an Ohio corporation (“Parent”), Comet Merger Co., a Delaware corporation (“Merger Sub”), SGS Holdings, Inc., a Delaware corporation (the “Company”), and, for purposes of Section 2.15, Section 5.12, Section 9.15(b) and Article VIII only, each of the Sellers listed on Schedule I hereto, severally and not jointly.

Stream Global Services, Inc. – EVP Global Sales Compensation Plan (June 24th, 2013)

The EXECSIP is based on performance against two financial metrics in 2012. The metrics are annual Revenue and Global EBITDA (the EBITDA target is the same as is set for other Executives in the SGA MIP)

Stream Global Services, Inc. – 2012 Management Incentive Plan (MIP) Corporate SG&A for Managers and Above Effective: January 1, 2012 (June 24th, 2013)
Stream Global Services, Inc. – 2013 Management Incentive Plan (MIP) Corporate SG&A for Managers and Above Effective: January 1, 2013 (June 21st, 2013)

Portions of this exhibit marked as [* * *] have been omitted pursuant to our request for confidential treatment.  Omitted portions filed separately with the SEC.

Stream Global Services, Inc. – 2013 Management Incentive Plan (MIP) Corporate SG&A for Managers and Above Effective: January 1, 2013 (May 8th, 2013)
Stream Global Services, Inc. – EMPLOYMENT AGREEMENT (April 22nd, 2013)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of April 22, 2013, is entered into by STREAM GLOBAL SERVICES, INC., a Delaware corporation (the “Company”), and Michael Henricks (the “Executive”).

Stream Global Services, Inc. – FIRST SUPPLEMENTAL INDENTURE (March 13th, 2013)

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of March 13, 2013, among Stream Global Services, Inc., a Delaware corporation (the “Company”), each of the guarantors listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a nationally chartered banking association, as trustee (the “Trustee”). Capitalized terms used in this First Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Base Indenture (as defined below).

Stream Global Services, Inc. – Stream Global Services, Inc. 11.25% Senior Secured Notes due 2014 fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed on the signature pages hereto (March 13th, 2013)

Wells Fargo Securities, LLC Merrill Lynch, Pierce Fenner & Smith Incorporated RBC Capital Markets, LLC c/o Morgan Stanley & Co. LLC 1585 Broad Street New York, New York 10036

Stream Global Services, Inc. – Stream Global Services Inc. Announces Closing of $30 Million 11.25% Senior Secured Notes Due 2014 (March 13th, 2013)

EAGAN, Minn.--(BUSINESS WIRE)--Stream Global Services, Inc. (“Stream”), a global business process outsourcing (BPO) service provider specializing in customer relationship management, including sales, customer care and technical support primarily for Fortune 1000 companies, today announced that it has closed its offering of $30 million of 11.25% senior secured notes due 2014 (the “Notes”) at 102.0% plus accrued interest from October 1, 2012. The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.

Stream Global Services, Inc. – Stream Global Services Inc. Announces Pricing of $30 Million 11.25% Senior Secured Notes Due 2014 (March 8th, 2013)

EAGAN, Minn.—(BUSINESS WIRE)—Stream Global Services, Inc. (“Stream”), a global business process outsource (BPO) service provider specializing in customer relationship management, including sales, customer care and technical support primarily for Fortune 1000 companies, today announced that it has priced $30 million of 11.25% senior secured notes due 2014 (the “Notes”) at 102.0% plus accrued interest from October 1, 2012. The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.

Stream Global Services, Inc. – Dated 19 February 2013 THE SELLERS THE MINORITY SELLERS SGS NETHERLANDS INVESTMENT CORPORATION B.V. (February 22nd, 2013)
Stream Global Services, Inc. – THIRD AMENDMENT TO CREDIT AGREEMENT (January 2nd, 2013)

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2009 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company (“WFF”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WFF and GOLDMAN SACHS LENDING PARTNERS LLC, as co-arrangers (the “Arrangers”), Stream Global Services, Inc., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and any other Person that becomes a Borrower pursuant to Section 3.8 hereof, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, join

Stream Global Services, Inc. – 2012 STOCK INCENTIVE PLAN (October 26th, 2012)

The purpose of this 2012 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors stock-based incentives in the Company to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.

Stream Global Services, Inc. – SGS HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SGS HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN (October 26th, 2012)

AGREEMENT (“Agreement”), dated as of the Grant Date between SGS Holdings, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”).

Stream Global Services, Inc. – STREAM GLOBAL SERVICES, INC. EXECUTIVE EMPLOYMENT AGREEMENT Stream Global Services, Inc. and Kathryn V. Marinello (“Executive”) (October 26th, 2012)

NOW, THEREFORE, in consideration of Executive’s acceptance of and continuance in Executive’s employment for the term of this Agreement and the parties’ agreement to be bound by the terms contained herein, the parties agree as follows:

Stream Global Services, Inc. – FOURTH AMENDED AND RESTATED BY-LAWS OF STREAM GLOBAL SERVICES, INC. A Delaware Corporation Effective April 27, 2012 (April 27th, 2012)
Stream Global Services, Inc. – FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STREAM GLOBAL SERVICES, INC. (April 27th, 2012)

SECOND:  The address of the registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.  The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

Stream Global Services, Inc. – 2012 Management Incentive Plan Corporate SG&A for Managers and Above Effective: January 1, 2012 (April 25th, 2012)
Stream Global Services, Inc. – EVP Global Sales Compensation Plan (April 25th, 2012)

Over target revenue of $[***] each $1M of additional revenue, bonus will increase by [***]% of revenue increase to a maximum of a $600,000 total bonus.

Stream Global Services, Inc. – Executive Vice President Sales Incentive Plan (February 29th, 2012)

Variable compensation opportunity for the Executive Vice President of Sales is based on a revenue target and MIP EBITDA Target.

Stream Global Services, Inc. – EMPLOYMENT AGREEMENT (February 29th, 2012)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of June 27, 2011, is entered into by STREAM GLOBAL SERVICES, INC., a Delaware corporation, with its headquarters at 20 William Street, Wellesley, Massachusetts (the “Company”), and Gregory Hopkins (the “Executive”).

Stream Global Services, Inc. – NEWS RELEASE FOR IMMEDIATE RELEASE (December 7th, 2011)

Boston, MA, December 7, 2011 – Stream Global Services, Inc. (NYSE AMEX: SGS) (“Stream” or the “Company”) today announced that it commenced a consent solicitation (the “Solicitation”) with respect to proposed amendments (“Proposed Amendments”) to the indenture (the “Indenture”) governing the Company’s outstanding $200 million in aggregate principal amount of 11.25% Senior Secured Notes Due 2014 (the “Notes”).

Stream Global Services, Inc. – SECOND AMENDMENT TO CREDIT AGREEMENT (November 1st, 2011)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 1, 2011, is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity “Agent”), STREAM GLOBAL SERVICES, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries signatory hereto (such Subsidiaries, together with Parent, each individually a “Loan Party,” and individually and collectively, jointly and severally, the “Loan Parties”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

Stream Global Services, Inc. – July 8, 2011 (August 3rd, 2011)
Stream Global Services, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (June 6th, 2011)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 3, 2011, is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity “Agent”), STREAM GLOBAL SERVICES, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries signatory hereto (such Subsidiaries, together with Parent, each individually a “Loan Party,” and individually and collectively, jointly and severally, the “Loan Parties”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

Stream Global Services, Inc. – SECURITIES PURCHASE AGREEMENT (June 6th, 2011)

SECURITIES PURCHASE AGREEMENT, dated as of June 3, 2011 (this “Agreement”), is made by and among Trillium Capital LLC, a Delaware limited liability company (“Trillium”), R. Scott Murray (“Murray” and, together with Trillium, “Sellers”), and Stream Global Services, Inc., a Delaware corporation (the “Company”).

Stream Global Services, Inc. – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 2011 Management Incentive Plan Corporate SG&A for Managers and Above Effective: January 1, 2011 (May 4th, 2011)
Stream Global Services, Inc. – March 8, 2011 (March 14th, 2011)
Stream Global Services, Inc. – EMPLOYMENT AGREEMENT (January 14th, 2011)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of January 13, 2011, is entered into by STREAM GLOBAL SERVICES, INC., a Delaware corporation, with its headquarters at 20 William Street, Wellesley, Massachusetts (the “Company”), and Brian Delaney (the “Executive”).

Stream Global Services, Inc. – EMPLOYMENT AGREEMENT (August 20th, 2010)

This EMPLOYMENT AGREEMENT, dated as of August 19, 2010 (“Effective Date”), is entered into by and between Stream Global Services, Inc., a Delaware corporation (the “Company”), and Kathryn V. Marinello, the undersigned individual (“Executive”).

Stream Global Services, Inc. – SEPARATION AGREEMENT (August 20th, 2010)

SEPARATION AGREEMENT (the “Agreement”), dated as of August 19, 2010, between Stream Global Services, Inc. (the “Company”) and R. Scott Murray (“Executive”).

Stream Global Services, Inc. – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 2010 Management Incentive Plan Vice Presidents & Above Effective: January 1, 2010 (May 6th, 2010)

The objective of the 2010 Management Incentive Plan for Vice Presidents and above (“Plan”) is to recognize and reward the achievement of company-wide growth and profitability objectives that are essential to the success of Stream Global Services (“Stream”).

Stream Global Services, Inc. – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 2010 EXECUTIVE SALES COMMISSION PLAN, AS AMENDED (May 6th, 2010)
Stream Global Services, Inc. – EMPLOYMENT AGREEMENT (December 21st, 2009)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of December 15, 2009, is entered into by STREAM GLOBAL SERVICES, INC., a Delaware corporation, with its headquarters at 20 William Street, Wellesley, Massachusetts (the “Company”), and Dennis Lacey (the “Executive”).

Stream Global Services, Inc. – Contract (November 13th, 2009)

Stream Global Services, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of July 16, 2008, as amended on December 29, 2008 and May 6, 2009, by and between the Company and you (the “Agreement”), as follows: