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EXHIBIT 10.17
EMPLOYMENT AGREEMENT
Employment Agreement made effective October 30, 2000, between SITEL
CORPORATION, a Minnesota corporation ("Company") and XXXX X. XXXXXXX
("Executive").
THE PARTIES AGREE AS FOLLOWS:
1. Employment and Duties. Company hereby employs Executive as its Executive
Vice President-Corporate Development. The duties and responsibilities of
Executive shall include duties and responsibilities consistent with
Executive's corporate offices and positions, including those set forth
in the bylaws of Company from time to time, and such other duties and
responsibilities which the Chief Executive Officer of Company from time
to time may assign to Executive.
2. Term. The term of Executive's employment under this Agreement shall
begin as of the date hereof and continue without interruption for one
year through October 29, 2001 unless sooner terminated in accordance
with this Agreement and unless extended by written agreement of both
parties ("Term").
3. Efforts on Behalf of Company and Other Activities. During the Term, to
the best of his ability and using all his skills, Executive shall devote
substantially all of his working time and efforts to the diligent and
faithful performance of his duties and responsibilities under this
Agreement. However, Executive may devote a reasonable amount of his time
to civic, community, or charitable activities.
4. Place of Employment. The office of Executive shall be located in
Baltimore, Maryland during the Term. Executive's duties and
responsibilities are expected to involve frequent travel. Company shall
furnish Executive with an office, secretarial and other support services
consistent with those currently provided and such other facilities and
services at such locations as may be reasonably required to permit
Executive to fulfill the duties of his employment.
5. Base Salary. For all services to be rendered by Executive pursuant to
this Agreement, Company agrees to pay Executive during the Term a base
annual salary of $230,000. The term "Base Salary" as used in this
Agreement shall mean the base annual salary established by this Section
5. The Base Salary shall be paid in periodic installments in accordance
with Company's regular payroll practices, but in any event no less
frequently than monthly.
6. Additional Compensation.
(a) Bonus. For each calendar year during the Term, Executive shall
be eligible to participate in the Company's bonus program for
senior executives on the terms established by the Compensation
Committee for each such year. For the year 2000, Executive is
eligible for an annual bonus potential of up to 50% of Base
Salary (pro-rated for the partial calendar year of employment);
the criteria for earning such bonus shall be based on identified
goals and objectives established in accordance with the
Executive Committee bonus plan approved by the Compensation
Committee.
(b) Stock Option Plan. Executive has been granted options to purchase
100,000 shares of SITEL common stock on the date hereof. The
terms of such options shall be as set forth in the standard form
of option agreement used for options granted under the Company's
1999 Stock Option Program.
(c) Benefit Plans. During the Term, Executive (and his eligible
dependents where applicable) shall be entitled to participate in
the benefit plans offered from time to time by Company to its
senior executive officers, on terms (including Company and
employee contribution percentages, waivers of waiting periods,
applicable deductibles, etc.) no less favorable than those
provided generally to other senior executive officers of the
Company, including without limitation, as may be applicable,
individual or group medical, hospital, dental and long-term
disability insurance coverages, group life insurance coverage,
401(k), and 401(n) plans.
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(d) Vacations and Holidays. During the Term, Executive shall be
entitled to paid vacation days, holidays and time off per
calendar year (pro-rated for partial calendar years of
employment) as are consistent with the Company's standard
benefits programs in which senior executive officers
participate.
(e) Expenses. During the Term, Executive shall be entitled to prompt
reimbursement by Company of all reasonable ordinary and
necessary travel, entertainment, and other expenses incurred by
Executive (in accordance with the policies and procedures
established by Company for its senior executive officers) in the
performance of his duties and responsibilities under this
Agreement; provided that Executive shall properly account for
such expenses in accordance with Company policies and
procedures, which may include but are not limited to itemized
accountings.
7. Termination of Employment.
(a) Death. Executive's employment under this Agreement shall
terminate upon Executive's death. If Executive's employment
terminates pursuant to this Section 7(a), Executive or his legal
representative shall be entitled to receive the Base Salary up
through the date of Executive's death; any bonus earned by
Executive pursuant to Section 6(a) for a calendar year already
completed but not yet paid: and any benefits to which Executive
is entitled pursuant to Sections 6(c) through 6(e) up through
the date of Executive's death.
(b) Disability. If Executive becomes incapable by reason of
physical injury, disease, or mental illness from substantially
performing his duties under this Agreement for a continuous
period of three months or for more than 90 days in the aggregate
during any 12 month period, then Company may terminate
Executive's employment under this Agreement effective upon 30
days written notice. If Executive's employment terminates
pursuant to this Section 7(b), Executive or his legal
representative shall be entitled to receive: the Base Salary up
through the effective date of termination; any bonus earned by
Executive pursuant to Section 6(a) for a calendar year already
completed but not yet paid; and any benefits to which Executive
is entitled pursuant to Sections 6(c) through 6(e) up through
the effective date of termination.
(c) For Cause. Company also may terminate Executive's employment
under this Agreement for cause. For purposes of this Agreement,
"for cause" shall mean only (i) Executive's confession or
conviction of theft, fraud, embezzlement, any felony, or any
crime involving dishonesty with regard to the Company or any
subsidiary or affiliate of the Company, (ii) Executive's
excessive absenteeism without reasonable cause (other than
because of a disability described in Section 7(b), (iii)
habitual and material negligence by the Executive in the
performance of Executive's duties and responsibilities as
described in Section 1 (other than because of a disability
described in Section 7(b)) and Executive's failure to cure such
negligence within 30 days after Executive's receipt of a written
notice from the Chief Executive Officer setting forth in
reasonable detail the particulars of such negligence, or (iv)
material failure by Executive to comply with a lawful directive
of the Chief Executive Officer (other than because of a
disability described in Section 7(b)) and Executive's failure to
cure such non-compliance within 10 days after Executive's
receipt of a written notice from the Chief Executive Officer
setting forth in reasonable detail the particulars of such
non-compliance. Termination shall occur effective 30 days after
"for cause" occurs under one of the above clauses (i) through
(iv). If Executive's employment terminates pursuant to this
Section 7(c), Executive shall be entitled to receive the Base
Salary up through the effective date of termination and any
benefits to which Executive is entitled pursuant to Sections
6(c) through 6(e) up through the effective date of termination,
but shall not be entitled to any bonus for a completed calendar
year which has not yet been paid.
(d) Voluntary Resignation. Executive may voluntarily resign from
Company's employ at any time upon at least 30 days prior written
notice of the effective date of such resignation. If Executive
voluntarily resigns, Executive shall be entitled to receive the
Base Salary up through the effective date of such resignation
and any benefits to which Executive is entitled pursuant to
Sections 6(c) through 6(e) up through the effective date of such
resignation, but shall not be entitled to any bonus for a
completed calendar year which has not yet been paid.
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(e) Adverse Change. Executive may terminate his employment with the
Company under this Agreement in the event of an Adverse Change
in the manner described in this Section 7(e) (provided such
termination has not been preceded or accompanied by a
termination by the Company for cause as described in Section
7(c), and for the avoidance of doubt such termination because of
Adverse Change shall in no event be considered a voluntary
resignation. For purposes of this Agreement, "Adverse Change
shall mean any of the foregoing events: (i) Executive's base
salary is decreased below the Base Salary level established by
Section 5, or (ii) Executive's title, authority, role or level
of responsibilities with the Company is decreased below that
established by Section 1 or (iii) Executive is required to
relocate his primary office from Baltimore, Maryland. Executive
shall be regarded as having terminated his employment with the
Company because of an Adverse Change only if he gives written
notice of his termination of employment pursuant to this Section
7(e) within two months following the effective date of the
Adverse Change (or if later, within two months after Executive
receives notice from the Company of the Adverse Change). If
Executive's employment terminates pursuant to this Section 7(e),
Executive shall be entitled to: continue to receive the Base
Salary provided for in Section 5 for a period of 12 months after
the effective date of such termination of employment on the
Company's normal payroll date during such period; any bonus
earned by Executive pursuant to Section 6(a) for a calendar year
already completed but not yet paid; and any benefits to which
Executive is entitled pursuant to Sections 6(c) through 6(e) up
through the effective date of termination.
(f) Without Cause. The Company may terminate Executive's employment
under this Agreement without cause, which for purposes of this
Agreement shall include any termination of Executive's
employment by Company other than "for cause" as defined in
Section 7(c) and other than because of disability pursuant to
Section 7(b), upon no less than 30 days prior written notice. If
the Company terminates Executive's employment without cause
pursuant to this Section 7(f), then following such termination
Executive shall be entitled to: continue to receive the Base
Salary provided for in Section 5 for a period of 12 months after
the effective date of such termination of employment on the
Company's normal payroll dates during such periods; any bonus
earned by Executive pursuant to Section 6(a) for a calendar year
already completed but not yet paid; and any benefits to which
Executive is entitled pursuant to Sections 6(c) through 6(e) up
through the effective date of termination.
8. Notice of Termination. Any Termination of Executive's employment by
Company shall be communicated in a written Termination Notice to
Executive. For purposes of this Agreement, a "Termination Notice" shall
mean a notice from the Chief Executive Officer which shall indicate the
specific termination provision in this Agreement relied upon and, if
applicable, shall set forth in reasonable detail the facts and
circumstances providing a basis for termination of Executive's
employment under the provision so indicated.
9. Successors and Assigns. This Agreement and all rights under this
Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective personal or legal
representatives, executors, administrators, heirs, distributees,
devisees, legatees, successors, and assigns. This Agreement is personal
in nature, and neither of the parties to this Agreement shall, without
the written consent of the other, assign or transfer this Agreement or
any right or obligation under this Agreement to any other person or
entity, except that the Company may assign this Agreement to a successor
corporation.
10. 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 Executive: At Executive's home address on file at the Company
If to Company: SITEL Corporation
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx, CEO and President
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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 when deposited in the U.S. mail if delivered by certified mail or
when deposited with the overnight delivery service if delivered by that
method. Notices also may be given by facsimile and in such case shall be
deemed to be properly given when sent so long as the sender uses
reasonable efforts to confirm and does confirm the receiver's receipt of
the facsimile transmission.
11. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless such waiver, modification, or discharge is agreed
to in writing and is signed by Executive and an authorized officer of
Company. No waiver by either party to this Agreement at any time of any
breach by the other party of, or compliance by the other party with, any
condition or provision, of this Agreement to be performed by the other
party shall be deemed to be a waiver of similar or dissimilar provisions
or conditions at the same or any prior or subsequent time.
12. Validity. The invalidity or unenforceability of any provision(s) of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which other provision shall remain in full
force and effect; nor shall the invalidity or unenforceability of a
portion of any provision of this Agreement affect the validity or
enforceability of the balance of such provision.
13. 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.
14. Headings. The headings of the sections and subsections contained in
this Agreement are for reference purposes only and shall not in any way
affect the meaning or interpretation of any provision of this Agreement.
15. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal substantive laws, and not the conflicts of
law principles, of the State of Maryland.
16. Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the terms of Executive's employment with the
Company and cancels and supersedes any prior agreements and
understandings of the parties with respect to such subject matter;
provided, however, that this Agreement shall not affect any
non-competition and confidentiality agreements previously entered into
by Executive with the Company each of which shall remain in full force
and effect according to their current terms. There are no
representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the
parties with respect to the terms of Executive's employment other than
those set forth in this Agreement.
(Signature page follows)
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SIGNATURE PAGE TO
EMPLOYMENT AGREEMENT
IN WITNESS WHEREOF, Company and Executive have executed this Agreement.
SITEL Corporation, a Minnesota corporation
By:/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, CEO AND PRESIDENT
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
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