EXHIBIT 10.15(a)
SEPARATION AGREEMENT AND
GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into
as of December 31, 2001 by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and SITEL
CORPORATION ("SITEL").
▇▇▇▇▇▇▇▇ and SITEL entered into an Employment Agreement dated as of
November 1, 1999 (the "Employment Agreement"), pursuant to which ▇▇▇▇▇▇▇▇ was
temporarily assigned to SITEL's Baltimore, Maryland headquarters. ▇▇▇▇▇▇▇▇ and
SITEL desire to relocate ▇▇▇▇▇▇▇▇ to Brussels, Belgium and to mutually end their
employer-employee relationship pursuant to the terms of this Agreement.
1. TERMINATION OF EMPLOYMENT. SITEL and ▇▇▇▇▇▇▇▇ hereby mutually terminate
▇▇▇▇▇▇▇▇' assignment to the Baltimore headquarters and his employment with SITEL
effective January 25, 2002. ▇▇▇▇▇▇▇▇ shall have no further obligation to perform
services for SITEL from and after such effective date. ▇▇▇▇▇▇▇▇ resigns
effective January 25, 2002 from all positions which he holds as an officer or
director of SITEL and/or any of its subsidiaries. ▇▇▇▇▇▇▇▇ acknowledges that
such effective date already takes into account the appropriate notice period
under the Employment Agreement.
2. COMPENSATION. On an ex gratia basis and in recognition of the services
which ▇▇▇▇▇▇▇▇ has performed for SITEL and its group companies since December
22, 1992, both as a director and an employee, SITEL shall pay ▇▇▇▇▇▇▇▇ the
amount of $450,000 as severance. Such $450,000 gross sum, less withholding for
U.S. income tax and social security taxes, shall be paid in equal installments
and on the dates which correspond to SITEL's regular paydays during the 18 month
period from January 26, 2002 through July 26, 2003. In the event of ▇▇▇▇▇▇▇▇'
death prior to completion of payment of such installments, any remaining
installments thereafter shall be paid to ▇▇▇▇▇▇▇▇' surviving spouse, if any, and
otherwise to his estate.
3. PARTICIPATION IN BENEFIT PLANS; OTHER BENEFITS. With respect to any
SITEL benefit plans in which ▇▇▇▇▇▇▇▇ participated prior to the termination of
his employment with SITEL, ▇▇▇▇▇▇▇▇' participation in such plans shall end as of
the date of this Agreement. ▇▇▇▇▇▇▇▇ shall be entitled only to such benefits
which accrued under such plans prior to the date of termination of his
participation, as may be payable to him in accordance with and subject to the
terms and conditions of such plans as in effect from time to time.
Any vacation time accrued for the year 2002 in accordance with SITEL policy
and not taken by ▇▇▇▇▇▇▇▇ shall be included in ▇▇▇▇▇▇▇▇ last regular payroll
check for the period ending January 25, 2002. ▇▇▇▇▇▇▇▇ acknowledges that he is
not entitled to any bonus in respect of 2001 or any prior year.
4. EFFECT ON OPTIONS. As of the date of this Agreement, ▇▇▇▇▇▇▇▇ has
certain options to purchase a total of 430,000 shares of common stock of SITEL
which options by their
terms would expire either concurrently with or within 90 days after termination
of ▇▇▇▇▇▇▇▇' employment. Pursuant to an Amendment to Option Agreement to be
executed as of January 25, 2002, SITEL intends to permit the continuance of
certain options for a total of 200,000 shares of common stock of SITEL on the
terms stated in such Amendment to Option Agreement. ▇▇▇▇▇▇▇▇' remaining options
shall by their terms expire either concurrently with or within 90 days after
termination of ▇▇▇▇▇▇▇▇' employment as provided in the applicable option
agreements.
▇▇▇▇▇▇▇▇ acknowledges that following the effective date of his separation
from employment he will accrue no further interest or vesting in any options to
purchase stock of SITEL and that his only rights to exercise SITEL stock options
shall be those specified in the Amendment to Option Agreement.
5. RELOCATION.
(a) PACKING AND TRANSPORTATION OF GOODS. Subject to prior approval by SITEL
of estimates submitted to SITEL for such expenses, SITEL shall pay for all
transportation and shipping expenses associated with the packing and
transportation of ▇▇▇▇▇▇▇▇' household goods from Baltimore, Maryland to
Brussels, Belgium, including any temporary storage fees associated with the
goods being transported.
(b) TRAVEL EXPENSES. SITEL shall pay air travel expenses from Baltimore,
Maryland to Brussels, Belgium to move ▇▇▇▇▇▇▇▇, his spouse, his child and his
pets to Brussels, Belgium.
(c) TEMPORARY LIVING ALLOWANCE. Should this be necessary and subject to
prior approval by SITEL of the necessity as well as of estimates submitted to
SITEL for such expenses, SITEL shall pay ▇▇▇▇▇▇▇▇ a temporary living allowance
for 30 days following ▇▇▇▇▇▇▇▇' relocation to Brussels, Belgium for expenses
relating to hotel and car rental.
(d) OTHER EXPENSES. Any other reasonable expenses incurred by ▇▇▇▇▇▇▇▇ in
connection with ▇▇▇▇▇▇▇▇' relocation to Brussels, Belgium may be reimbursed by
SITEL in its sole and absolute discretion.
(e) BALTIMORE HOUSE. SITEL previously extended to ▇▇▇▇▇▇▇▇ a loan to
purchase a residence in Baltimore, Maryland (the "Baltimore House") pursuant to
the terms and conditions contained in a Promissory Note (the "House Note") and
mortgage with power of sale, respectively, dated on or about December 1999
between Executive and the Company (the "Baltimore House Loan"). The House Note
provides for payment of interest annually at the rate of 5.42% per annum and
payment of principal in full on or before November 5, 2002 and sooner upon
certain events. The Baltimore House is presently listed for sale. If the
Baltimore House is not sold by July 31, 2002, then the following provisions
shall apply:
(1) ▇▇▇▇▇▇▇▇' PUT OPTION. ▇▇▇▇▇▇▇▇ shall have the option (the "Put
Option") to require SITEL to accept title to the Baltimore House, subject to any
mortgages against the Baltimore House incurred by ▇▇▇▇▇▇▇▇ on or before December
1999 from which mortgages SITEL
2
shall indemnify and hold ▇▇▇▇▇▇▇▇ harmless as full and complete satisfaction of
all indebtedness owed by ▇▇▇▇▇▇▇▇ to SITEL in connection with the Baltimore
House.
(2) SITEL'S CALL OPTION. SITEL shall have the option (the "Call
Option") to require ▇▇▇▇▇▇▇▇ to transfer title to the Baltimore House to SITEL,
subject to any mortgages against the Baltimore House incurred by ▇▇▇▇▇▇▇▇ on or
before December 1999 from which mortgages SITEL shall indemnify and hold
▇▇▇▇▇▇▇▇ harmless, as full and complete satisfaction of all indebtedness owed by
▇▇▇▇▇▇▇▇ to SITEL in connection with the Baltimore House.
(3) MANNER OF EXERCISE OF PUT OPTION OR CALL OPTION. The Put Option or
Call Option, as the case may be, shall be exercised, if at all, by ▇▇▇▇▇▇▇▇
delivering written notice of his exercise of the Put Option to SITEL or by SITEL
delivering written notice of its exercise of the Call Option to ▇▇▇▇▇▇▇▇ (either
such notice, the "Notice") at any time during the period beginning August 1,
2002 and ending August 31, 2002. (the "Notice Period"). If ▇▇▇▇▇▇▇▇ or SITEL, as
the case may be, does not deliver a Notice to the other party within the Notice
Period, ▇▇▇▇▇▇▇▇ or SITEL, as the case may be, shall have no further rights in
respect of the Put Option or Call Option, respectively. If either the Put Option
or the Call Option is duly exercised, the closing shall take place on a date
specified by SITEL, which date shall be no less than 10 days and no more than 30
days after the date the Notice is delivered to SITEL in the case of the Put
Option or to the ▇▇▇▇▇▇▇▇ in the case of the Call Option. At the closing, (i)
▇▇▇▇▇▇▇▇ and his spouse shall convey good and marketable title to the Baltimore
House to SITEL by general warranty deed, subject however to the mortgages
recorded on or before December 1999 and easements, covenants and restrictions of
record; (ii) ▇▇▇▇▇▇▇▇ shall obtain the release of any liens or judgments
recorded after December 1999 in connection with the Baltimore House; and (iii)
SITEL shall ▇▇▇▇ the Promissory Note evidencing the Baltimore House Loan
"satisfied and cancelled" and shall deliver such original note to ▇▇▇▇▇▇▇▇.
From and after the date of this Agreement, until the earlier of the sale of the
Baltimore House, the exercise of the Put Option or the Call Option, or August
31, 2002, SITEL shall pay directly to the mortgage company on ▇▇▇▇▇▇▇▇' behalf
the monthly payment covering the mortgage installment and associated property
insurance and real estate taxes and shall pay directly to the utility companies
on ▇▇▇▇▇▇▇▇' behalf the monthly utility bills for the Baltimore House.
For avoidance of doubt, if neither ▇▇▇▇▇▇▇▇ nor SITEL exercises its Put Option
or Call Option, as the case may be, pursuant to the foregoing provisions of this
Paragraph 5(e) then the House Note shall remain payable in accordance with its
terms; provided, however, that if the Baltimore House is sold on or before July
31, 2002, then upon payment to SITEL of any proceeds of the sale of the
Baltimore House remaining after satisfaction of the first mortgage lien and
applicable closing expenses, SITEL shall provide a release of its second
mortgage lien and shall ▇▇▇▇ the Promissory Note evidencing the Baltimore House
Loan "satisfied and cancelled" and shall deliver such original note to ▇▇▇▇▇▇▇▇.
6. TAX LIABILITIES. ▇▇▇▇▇▇▇▇ shall be solely responsible for any taxes and
charges (including without limitation income taxes and social security taxes) on
the compensation payable to ▇▇▇▇▇▇▇▇ pursuant to this Agreement, excluding those
taxes and charges imposed by law on the employer not the employee. If any
additional amounts for taxes and charges become
3
owing at any time in respect of such compensation, beyond any amounts withheld
for such purposes at the time of such payments, then ▇▇▇▇▇▇▇▇ shall immediately
pay such additional amounts and shall indemnify and hold harmless SITEL
therefrom. Furthermore, ▇▇▇▇▇▇▇▇ reaffirms the obligation which his prior
consultancy firm, Vantoo NV, undertook to SITEL and its group company SITEL
Belgium N.V. (previously known as Merit Communications N.V.), in respect of
responsibility for making appropriate deductions for tax and national insurance
or similar contributions from the remuneration which Vantoo NV paid to its
personnel and delegates, and in respect of indemnity of SITEL and each member of
the SITEL group of companies for any claims or demands which might be made by
the relevant authorities in respect of tax or national insurance or similar
contributions relating to the provision of services by Vantoo NV and the moneys
paid under the consultancy agreement; ▇▇▇▇▇▇▇▇ agrees to indemnify and hold
harmless SITEL and its group companies, and its and their respective directors
and officers, therefrom. SITEL shall have the right to deduct from any future
installments of compensation pursuant to this Agreement any amounts owed by
▇▇▇▇▇▇▇▇ to SITEL pursuant to his indemnity obligations under this Paragraph 6.
The indemnity obligations in this Paragraph 6 shall survive the termination of
this Agreement for whatever reason.
7. FULL CONSIDERATION. ▇▇▇▇▇▇▇▇ expressly acknowledges that the
compensation provided in Paragraph 2 and the continuation of certain options as
described in Paragraph 3 includes full consideration for the settlement, waiver,
release, and discharge of any and all claims arising under the common law or
under federal, state, or local statute, law or regulation pertaining to
employment discrimination based on race/color, religion, sex, national origin,
disability, or age (Age Discrimination in Employment Act), wrongful discharge,
breach of contract, infliction of emotional distress, or any other reason
established by the common law or by federal, state or local laws.
8. COOPERATION. If any matters for which ▇▇▇▇▇▇▇▇ was responsible during
his employment remain pending as of the date of this Agreement, ▇▇▇▇▇▇▇▇ agrees
to provide any cooperation reasonably needed by SITEL to complete such matters.
If any claims, actions or proceedings involving or affecting SITEL, its
subsidiaries or affiliates, or their respective officers, agents and employees,
arise which pertain to any period, transaction or occurrence prior to and
including the date of this Agreement and in respect of which SITEL reasonably
believes ▇▇▇▇▇▇▇▇' assistance or cooperation will be advisable, ▇▇▇▇▇▇▇▇ agrees
to cooperate fully with SITEL in investigating, preparing and testifying in
respect of such claims, actions or proceedings. ▇▇▇▇▇▇▇▇' assistance and
cooperation shall be provided without further consideration beyond that provided
in Paragraphs 2 and 3 of this Agreement, but ▇▇▇▇▇▇▇▇ shall be reimbursed for
all reasonable out-of-pocket expenses in connection with such assistance and
cooperation which is incurred and reported in accordance with SITEL's policies
and procedures.
9. RETURN OF PROPERTY. ▇▇▇▇▇▇▇▇ shall return to SITEL, prior to relocating
to Belgium, all property of SITEL which remains within ▇▇▇▇▇▇▇▇' possession or
control, including without limitation, as applicable, keys, access cards,
passwords, computers, cellular phones, and automobiles.
10. NON-ADMISSION. This Agreement shall not in any way be construed as an
admission by SITEL, its officers, agents, or employees of any wrongful or
unlawful act or
4
omission whatsoever against ▇▇▇▇▇▇▇▇ or any other person, or by ▇▇▇▇▇▇▇▇ of any
wrongful or unlawful act or omission whatsoever against SITEL or any other
person. SITEL specifically disclaims any liability to, or wrongful or unlawful
act or omission against, ▇▇▇▇▇▇▇▇ or any other person on the part of itself, its
officers, agents or employees. ▇▇▇▇▇▇▇▇ specifically disclaims any liability to,
or wrongful or unlawful act or omission against, SITEL or any other person on
his part.
11. WAIVER. As a material inducement to SITEL to enter into this Agreement,
▇▇▇▇▇▇▇▇ represents to SITEL that he has not filed any lawsuits, charges, or
complaints with any local, state or federal agency or court of law arising from
his relationship with SITEL, including the mutual termination of such
relationship. ▇▇▇▇▇▇▇▇ further represents to SITEL that, subject to SITEL's
compliance with the terms of this Agreement, he will not seek to recover any
monetary damages against SITEL.
12. INTENT. The parties understand and agree that the overriding and
controlling intent of this Agreement is to accomplish a full release of all
claims or actions ▇▇▇▇▇▇▇▇ has or might have against SITEL, as well as any
parent, subsidiary or affiliated company, for any wrongful, unlawful or unfair
act or omission up to and including the date of the execution of this Agreement.
▇▇▇▇▇▇▇▇, for himself and his successors and assigns, does hereby release,
settle, acquit and forever discharge SITEL, as well as any parent, subsidiary,
or affiliated company, its and their officers, agents and employees, of and from
any and all claims, actions, causes of action, rights, demands, debts, damages,
or any action of whatever nature arising from or during ▇▇▇▇▇▇▇▇' relationship
with SITEL, including the mutual termination thereof.
13. KNOWING AND VOLUNTARY. ▇▇▇▇▇▇▇▇ expressly acknowledges that he
understands all the provisions of this Agreement and that he is knowingly and
voluntarily entering into this Agreement. ▇▇▇▇▇▇▇▇ further acknowledges that
SITEL has encouraged and given him the opportunity to thoroughly discuss all
aspects of this Agreement with his attorney and other advisors before signing
this Agreement.
14. GOVERNING LAW. This Agreement is made and entered into in the State of
Maryland and shall in all respects be interpreted, enforced, and governed under
the laws of said State, without regard to conflicts of laws principles. The
Company and ▇▇▇▇▇▇▇▇ submit exclusively to the jurisdiction of the state and
federal courts of the State of Maryland for all disputes surrounding this
Agreement, including without limitation the validity thereof. The language of
all parts of this Agreement shall in all cases be construed as a whole,
according to its fair meaning, and not strictly for or against any of the
parties hereto.
15. EFFECT OF INVALIDITY. If any provision of this Agreement is declared or
determined by any court of competent jurisdiction to be illegal, invalid, void,
or unenforceable, the legality, validity and enforceability of the remaining
provisions shall not be affected thereby, and such illegal, invalid, void or
unenforceable provision shall be deemed not a part of this Agreement.
16. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties and, unless otherwise specified herein, fully supersedes any
and all prior agreements or understandings between the parties as to ▇▇▇▇▇▇▇▇'
employment and the Baltimore House,
5
including without limitation the Employment Agreement except as follows: (a)
▇▇▇▇▇▇▇▇ acknowledges his continuing obligations to comply with the provisions
of his non-competition Agreement dated on or about November 30, 1999, which
agreement remains in full force and effect; (b) SITEL and ▇▇▇▇▇▇▇▇ specifically
acknowledge that the Indemnification Agreement dated on or about November 1,
1999 relating to ▇▇▇▇▇▇▇▇' period of service as an officer and/or director of
SITEL and various group companies remains in effect according to its existing
terms and conditions; (c) ▇▇▇▇▇▇▇▇ acknowledges his continuing obligations under
the Promissory Note and second mortgage evidencing the Baltimore House Loan,
subject to the parties' respective rights and obligations under Section 5(e) of
this Agreement; and (d) SITEL and ▇▇▇▇▇▇▇▇ acknowledge their respective rights
and obligations under certain agreements being entered into as of the effective
date of ▇▇▇▇▇▇▇▇' separation from employment. There are no representations,
warranties, terms, conditions, undertakings or collateral agreements, express,
implied or statutory, between the parties with respect to such subject matter
other than those set forth in this Agreement and in the continuing agreements
referenced in this Section 16.
17. CURRENCY. Unless otherwise expressly stated, all currency amounts in
this Agreement are expressed in U.S. Dollars.
18. NOTICES. For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be deemed to be properly
given if delivered personally or sent by United States certified mail, return
receipt requested, postage prepaid, or sent by overnight delivery service
addressed as follows:
If to ▇▇▇▇▇▇▇▇: (to his address on file in SITEL's payroll
records)
If to SITEL: SITEL Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
With a copy to:
SITEL Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
or to such other address as either party may have furnished to the other party
in writing in accordance with this Section. Such notices or other communications
shall be effective when received if delivered personally or three (3) working
days after deposit in the U.S. mail if delivered by certified mail or one (1)
working day after deposit with the overnight delivery service if delivered by
that method, and otherwise shall be effective when received.
19. COUNTERPARTS. This document may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute a single agreement.
6
20. OPPORTUNITY TO REVIEW. ▇▇▇▇▇▇▇▇ expressly acknowledges that SITEL has
advised him that he may take up to twenty-one (21) days in which to review the
terms of this Agreement before execution, and that following his execution of
this Agreement he has an additional seven (7) days in which to revoke this
Agreement. Any such revocation shall not affect the termination of employment
effected pursuant to Paragraph 1 nor the resignations tendered by ▇▇▇▇▇▇▇▇
pursuant to Paragraph 1, which shall remain in full force and effect from the
date thereof.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SITEL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
7
