Exhibit 10.51
EMPLOYMENT
AGREEMENT
This Employment Agreement is made
and entered into on the 19th day of February, 2009, among CSG
SYSTEMS INTERNATIONAL, INC. (“CSGS”), a Delaware
corporation, CSG SYSTEMS, INC. (“Systems”), a Delaware
corporation, and BRET C. GRIESS (the “Executive”). CSGS
and Systems collectively are referred to in this Employment
Agreement as the “Companies”.
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WHEREAS, the Companies and the
Executive desire to enter into an Employment Agreement to
specifically define the duties and responsibilities of both parties
with respect to the Executive’s employment with the
Companies.
NOW, THEREFORE, the Companies and
the Executive agree that the current terms of the Employment
Agreement between the Companies and the Executive are as
follows:
1. Employment and
Duties . Each of the Companies hereby employs the
Executive as an Executive Vice President – Operations
throughout the term of this agreement and agrees to cause the
Executive from time to time to be elected or appointed to such
corporate offices or positions. The duties and responsibilities of
the Executive shall include the duties and responsibilities of the
Executive’s corporate offices and positions referred to in
the preceding sentence which are set forth in the respective bylaws
of the Companies from time to time, general supervision of the
legal affairs of the Companies, and such other duties and
authorities consistent with the Executive’s corporate offices
and positions referred to in the preceding sentence and this
agreement which the Board of Directors of CSGS (the
“Board”) or the Chief Executive Officer of CSGS from
time to time may assign to the Executive. If the Executive is
elected or appointed as a director of CSGS or Systems, as the
Secretary of the Companies, or as an officer or director of any of
the respective subsidiaries of the Companies during the term of
this agreement, then he also shall serve in such capacity or
capacities but without additional compensation.
2. Term of Employment
. The employment of the Executive under this agreement shall
begin on the date of this agreement and shall continue until the
first to occur of (a) the Executive’s death,
(b) the effective date of the Executive’s voluntary
resignation as an employee of the Companies, (c) the effective
date of the termination of the Executive’s employment by the
Companies by reason of the Executive’s disability pursuant to
Paragraph 10(b) of this agreement, (d) the effective date of
the termination of the Executive’s employment by the
Companies for cause pursuant to Paragraph 10(c) of this agreement,
(e) the effective date of the termination of the
Executive’s employment by the Companies for any reason other
than cause or the Executive’s death or disability pursuant to
Paragraph 10(d) or Paragraph 10(e) of this agreement, or
(f) the effective date of the termination of the
Executive’s employment pursuant to Paragraph 10(f) of this
agreement. Upon the termination of the employment of the Executive
under this agreement, the applicable provisions of Paragraph 10 of
this agreement shall become effective; and the Companies and the
Executive thereupon and thereafter shall comply with the applicable
provisions of Paragraph 10 of this agreement.
3. Place of Employment
. Regardless of the location of the executive offices of the
Companies during the term of this agreement, the Companies shall
maintain a suitably staffed
office for the Executive in the Omaha, Nebraska,
metropolitan area during the term of this agreement; and the
Executive will not be required without his consent to relocate or
transfer his executive office or principal residence from the
immediate vicinity of the Omaha, Nebraska, metropolitan
area.
4. Base Salary
. For all services to be rendered by the Executive pursuant to
this Agreement, the Companies agree to pay the Executive during the
term of this agreement a base salary (the “Base
Salary”) for each calendar year at an annual rate which is
which is not less than the annual rate of the Executive’s
Base Salary in effect on December 31 of the immediately
preceding calendar year. The Executive’s annual incentive
bonus provided for in Paragraph 5 and all other compensation and
benefits to which the executive is or may become entitled pursuant
to this agreement or under any plans or programs of the Companies
shall be in addition to the Base Salary.
5. Annual Incentive
Bonus . As soon as practicable after the execution of this
agreement, the Chief Executive Officer of CSGS or his delegate
shall establish an incentive bonus program for the Executive for
2009. Such incentive bonus program shall be reflected either in a
written supplement to this agreement signed by the Companies and
the Executive or in such other form as the Companies and the
Executive may agree upon. The same procedure shall be followed for
subsequent calendar years during the term of this agreement, so
that an annual incentive bonus program for the Executive will be in
effect throughout the term of this agreement. The Executive and the
Companies understand and acknowledge that, among other things, such
incentive bonus program will involve achievement by the Companies
of various financial objectives, which may include but are not
limited to revenues and earnings, and also may include achievement
by the Companies or the Executive of various non-financial
objectives. Such incentive bonus program for each calendar year
shall provide the opportunity for the Executive to earn an
incentive bonus of not less than sixty five percent (65%) of
his Base Salary for such calendar year if the agreed upon
objectives are fully achieved. The Board from time to time also may
establish incentive compensation programs for the Executive
covering periods of more than one (1) year, and any such
programs shall be in addition to the annual incentive bonus program
required by this Paragraph 5.
6. Expenses
. During the term of this agreement, the Executive shall be
entitled to prompt reimbursement by the Companies of all reasonable
ordinary and necessary travel, entertainment, and other expenses
incurred by the Executive (in accordance with the policies and
procedures established by the Companies for their respective senior
executive officers) in the performance of his duties and
responsibilities under this agreement; provided, that the Executive
shall properly account for such expenses in accordance with the
policies and procedures of the Companies, which may include but are
not limited to itemized accountings.
7. Other Benefits
. During the term of this agreement, the Companies shall
provide to the Executive and his eligible dependents at the expense
of the Companies individual or group medical, hospital, dental, and
long-term disability insurance coverages and group life insurance
coverage, in each case at least as favorable as those coverages
which are provided to other vice presidents of the Companies.
During the term of this agreement, the Executive also shall be
entitled to participate in such other benefit plans or programs
which the Companies from time to time may make available to their
employees generally (except, if applicable, any programs in which
executive officers of CSGS are not eligible to participate because
of securities law reasons).
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8. Vacations and
Holidays . During the term of this agreement, the
Executive shall be entitled to paid vacations and holidays in
accordance with the policies of the Companies in effect from time
to time for their respective senior executive officers, but in no
event shall the Executive be entitled to less than four
(4) weeks of vacation during each calendar year.
9. Full-Time Efforts and
Other Activities . During the term of this agreement, to
the best of his ability and using all of his skills, the Executive
shall devote substantially all of his working time and efforts
during the normal business hours of the Companies to the business
and affairs of the Companies and to the diligent and faithful
performance of the duties and responsibilities assigned to him
pursuant to this agreement, except for vacations, holidays, and
sick days. However, the Executive may devote a reasonable amount of
his time to civic, community, or charitable activities, to service
on the governing bodies or committees of trade associations or
similar organizations of which either or both of the Companies are
members, and, with the prior approval of the Board, the Chief
Executive Officer, or the President of CSGS, to service as a
director of other corporations and to other types of activities not
expressly mentioned in this paragraph, so long as the activities
referred to in this sentence do not materially interfere with the
proper performance of the Executive’s duties and
responsibilities under this agreement. The Executive also shall be
free to manage and invest his assets in such manner as will not
require any substantial services by the Executive in the conduct of
the businesses or affairs of the entities or in the management of
the properties in which such investments are made, so long as such
activities do not materially interfere with the proper performance
of the Executive’s duties and responsibilities under this
agreement.
10. Termination of
Employment .
(a) Termination Because of
Death . The Executive’s employment by the Companies under
this agreement shall terminate upon his death. If the
Executive’s employment under this agreement terminates
because of his death, then the Executive’s estate or his
beneficiaries (as the case may be) shall be entitled to receive the
following compensation and benefits from the Companies:
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(i)
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The Base Salary
through the date of the Executive’s death;
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(ii)
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A pro rata
portion of the Executive’s annual incentive bonus for the
calendar year in which his death occurs (computed as if the
Executive were employed by the Companies throughout such calendar
year), based upon the number of days in such calendar year elapsed
through the date of the Executive’s death as a proportion of
365, to be paid at the same time that such incentive bonus would
have been paid had the Executive’s death not
occurred;
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(iii)
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Any other
amounts earned, accrued, or owed to the Executive under this
agreement but not paid as of the date of the Executive’s
death; and
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(iv)
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Any other
benefits payable by reason of the Executive’s death, or to
which the Executive otherwise may be entitled, under any benefit
plans or programs of the Companies in effect on the date of the
Executive’s death.
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(b) Termination Because of
Disability . If the Executive becomes incapable by reason of
physical injury, disease, or mental illness of substantially
performing his duties and responsibilities under this agreement for
a continuous period of six (6) months or more or for more than
one hundred eighty (180) days in the aggregate (whether or not
consecutive) during any 12-month period, then at any time after the
elapse of such six-month period or such 180 days, as the case may
be, the Board may terminate the Executive’s employment by the
Companies under this agreement. If the Executive’s employment
under this agreement is terminated by the Board because of such
disability on the part of the Executive, then the Executive shall
be entitled to receive the following compensation and benefits from
the Companies:
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(i)
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The Base Salary
through the effective date of such termination;
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(ii)
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A pro rata
portion of the Executive’s annual incentive bonus for the
calendar year in which such termination occurs (computed as if the
Executive were employed by the Companies throughout such calendar
year), based upon the number of days in such calendar year elapsed
through the effective date of such termination as a proportion of
365, to be paid at the same time that such incentive bonus would
have been paid if such termination had not occurred;
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(iii)
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Any other
amounts earned, accrued, or owed to the Executive under this
agreement but not paid as of the effective date of such
termination;
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(iv)
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Continued
participation in the following benefit plans or programs of the
Companies which may be in effect from time to time and in which the
Executive was participating as of the effective date of such
termination, to the extent that such continued participation by the
Executive is permitted under the terms and conditions of such plans
(unless such continued participation is restricted or prohibited by
applicable governmental regulations governing such plans), until
the first to occur of the cessation of such disability, the
Executive’s death, the Executive’s attainment of age
sixty-five (65), or (separately with respect to the termination of
each benefit) the provision of a substantially equivalent benefit
to the Executive by another employer of the Executive:
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(1)
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Group medical
and hospital insurance,
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(2)
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Group dental
insurance,
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(3)
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Group life
insurance, and
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(4)
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Group long-term
disability insurance;
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and
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(v)
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Any other
benefits payable by reason of the Executive’s disability, or
to which the Executive otherwise may be entitled, under any benefit
plans or programs of the Companies in effect on the effective date
of such termination.
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For purposes of this subparagraph
(b), decisions with respect to the Executive’s disability
shall be made by the Board, using its reasonable good faith
judgment; and, in making any such decision, the Board shall be
entitled to rely upon the opinion of a duly licensed and qualified
physician selected by a majority of the members of the Board who
are not employees of either of the Companies or any of their
respective subsidiaries.
(c) Termination for Cause .
The Board may terminate the Executive’s employment by the
Companies under this agreement for cause; however, for purposes of
this agreement “cause” shall mean only (i) the
Executive’s confession or conviction of theft, fraud,
embezzlement, or other crime involving dishonesty, (ii) the
Executive’s excessive absenteeism (other than by reason of
physical injury, disease, or mental illness) without a reasonable
justification, (iii) material violation by the Executive of
the provisions of Paragraph 11, (iv) habitual and material
negligence by the Executive in the performance of his duties and
responsibilities under or pursuant to this agreement and failure on
the part of the Executive to cure such negligence within twenty
(20) days after his receipt of a written notice from the Board
or the Chief Executive Officer of CSGS setting forth in reasonable
detail the particulars of such negligence, (v) material
non-compliance by the Executive with his obligations under
Paragraph 9 and failure to correct such non-compliance within
twenty (20) days after his receipt of a written notice from
the Board or the Chief Executive Officer of CSGS setting forth in
reasonable detail the particulars of such non-compliance,
(vi) material failure by the Executive to comply with a lawful
directive of the Board or the Chief Executive Officer of CSGS and
failure to cure such non-compliance within twenty (20) days
after his receipt of a written notice from the Board or the Chief
Executive Officer of CSGS setting forth in reasonable detail the
particulars of such non-compliance, (vii) a material breach by
the Executive of any of his fiduciary duties to the Companies and,
if such breach is curable, the Executive’s failure to cure
such breach within ten (10) days after his receipt of a
written notice from the Board or the Chief Executive Officer of
CSGS setting forth in reasonable detail the particulars of such
breach, or (viii) willful misconduct or fraud on the part of
the Executive in the performance of his duties under this
agreement. In no event shall the results of operations of the
Companies or any business judgment made in good faith by the
Executive constitute an independent basis for termination for cause
of the Executive’s employment under this agreement. Any
termination of the Executive’s employment for cause must be
authorized by a majority vote of the Board taken not later than
nine (9) months after a
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majority of the members of the Board (other than
the Executive) have actual knowledge of the occurrence of the event
or conduct constituting the cause for such termination. If the
Executive’s employment under this agreement is terminated by
the Board for cause, then the Executive shall be entitled to
receive the following compensation and benefits from the
Companies:
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(i)
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The Base Salary
through the effective date of such termination;
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(ii)
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Any other
amounts earned, accrued, or owed to the Executive under this
agreement but not paid as of the effective date of such
termination; and
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(iii)
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Any other
benefits payable to the Executive upon his termination for cause,
or to which the Executive otherwise may be entitled, under any
benefit plans or programs of the Companies in effect on the
effective date of such termination.
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(d) Termination Without Cause
Prior to a Change of Control . If, prior to the occurrence of a
Change of Control, the Companies terminate the Executive’s
employment under this agreement for any reason other than cause or
the Executive’s death or disability, then the Executive shall
be entitled to receive the following compensation, benefits, and
other payments from the Companies:
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(i)
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The Base Salary
through that date which is one (1) year after the effective
date of such termination (the “Ending Date”), to be
paid at the same times that the Base Salary would have been paid if
such termination had not occurred; provided, that if the Executive
commences employment with another employer, whether as an employee
or as a consultant, prior to the Ending Date (for purposes of this
Paragraph 10, the “Other Employment”), then such
payments of the Base Salary shall be reduced from time to time by
the aggregate amount of salary, cash bonus, and consulting fees
received or receivable by the Executive from the Other Employment
for services performed by him during the period from the
commencement of the Other Employment through the Ending
Date;
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(ii)
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An amount equal
to one hundred fifteen percent (115%) of the Base Salary in
effect on the effective date of such termination, one-half
(1/2) of such amount to be paid, without interest, not later
than thirty (30) days after the effective date of such
termination and the other one-half (1/2) of such amount to be
paid, without interest, one (1) year after the effective date
of such termination.
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(iii)
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Any other
amounts earned, accrued, or owed to the Executive under this
agreement but not paid as of the effective date of such
termination;
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(iv)
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Continued
participation in the following benefit plans or programs of the
Companies which may be in effect from time to time and in which the
Executive was participating as of the effective date of such
termination, to the extent that such continued participation by the
Executive is permitted under the terms and conditions of such plans
(unless such continued participation is restricted or prohibited by
applicable governmental regulations governing such plans), until
the first to occur of the Ending Date or (separately with respect
to the termination of each benefit) the provision of a
substantially equivalent benefit to the Executive by another
employer of the Executive:
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(1)
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Group medical
and hospital insurance,
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(2)
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Group dental
insurance,
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(3)
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Group life
insurance, and
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(4)
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Group long-term
disability insurance;
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and
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(v)
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Any other
benefits payable to the Executive upon his termination without
cause, or to which the Executive otherwise may be entitled, under
any benefit plans or programs of the Companies in effect on the
effective date of such termination.
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(e) Termination Without Cause
After a Change of Control . If, after the occurrence of a
Change of Control, the Companies or any Permitted Assignee
terminates the Executive’s employment under this agreement
for any reason other than cause or the Executive’s death or
disability, then the Executive shall be entitled to receive from
the Companies and the Permitted Assignee, if any (all of whom shall
be jointly and severally liable therefor), all of the compensation,
benefits, and other payments from the Companies which are described
and provided for in subparagraph (d) of this Paragraph 10 (as
modified by this subparagraph (e)); provided, however, that
(i) for purposes of this subparagraph (e) the Ending Date
shall be two (2) years after the effective date of such
termination, and the aggregate Base Salary payable under
subparagraph (d)(i) (as modified by this subparagraph (e)) for all
periods through the Ending Date shall be paid to the Executive in a
lump sum without regard to Other Employment not later than thirty
(30) days after the effective date of such termination and
(ii) the amount payable under subparagraph (d)(ii) (as
modified by this subparagraph (e)) shall be one hundred sixty five
percent (165%) of the Base Salary in effect on the effective
date of such termination and shall be paid to the Executive in a
lump sum not later than thirty (30) days after the effective
date of such termination.
(f) Constructive Termination
. If at any time during the term of this agreement the Board, the
Chief Executive Officer of CSGS, the President of CSGS, or a
Permitted Assignee materially alters the duties and
responsibilities of the Executive provided for in Paragraph 1 or
assigns to the Executive duties and responsibilities materially
inappropriate to the chief legal officer of the
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Companies without the Executive’s written
consent, then, at the election of the Executive (such election to
be made by written notice from the Executive to the Board or the
Permitted Assignee, as may be appropriate in the circumstances),
(i) such action by the Board, the Chief Executive Officer of
CSGS, the President of CSGS, or such Permitted Assignee shall
constitute a constructive termination of the Executive’s
employment by the Companies for a reason other than cause (the
“Constructive Termination”), (ii) the Executive
thereupon may resign from his offices and positions with the
Companies and shall not be obligated to perform any further
services of any kind to or for the Companies, and (iii) the
Executive shall be entitled to receive from the Companies (and the
Permitted Assignee, if applicable) at the applicable times all of
the compensation, benefits, and other payments described in
subparagraph (d) or subparagraph (e) of this Paragraph 10
(whichever may be applicable), as if the effective date of the
Executive’s resignation were the effective date of his
termination of employment for purposes of determining such
compensation, benefits, and other payments. Notwithstanding the
foregoing provisions of this subparagraph (f), before exercising
any of his rights pursuant to the preceding sentence, the Executive
shall give written notice to the Chief Executive Officer of CSGS
setting forth the Executive’s intent to exercise such rights
and specifying the Constructive Termination which the Executive
claims to be the basis for such intended exercise; and the
Companies shall have twenty (20) days after the Chief
Executive Officer has received such notice to take such actions, if
any, as the Companies may deem appropriate to eliminate such
claimed Constructive Termination (without thereby admitting that a
Constructive Termination had occurred). If the Companies so act to
eliminate such claimed Constructive Termination, then the Executive
shall not have any rights under this subparagraph (f) with
respect to such claimed Constructive Termination.
(g) Voluntary Resignation .
If the Executive voluntarily resigns as an employee of the
Companies and thereby voluntarily terminates his employment under
this agreement and if none of subparagraphs (a) through
(f) of this Paragraph 10 is applicable to such termination,
then the Executive shall be entitled to receive only the following
compensation, benefits, and other payments from the
Companies:
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(i)
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The Base Salary
through the effective date of such voluntary
resignation;
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(ii)
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Any other
amounts earned, accrued, or owed to the Executive under this
agreement but not paid as of the effective date of such voluntary
resignation;
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(iii)
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If (and only
if) the Executive’s voluntary resignation is effective on
December 31 of a particular calendar year, the
Executive’s annual incentive bonus (if any) for such calendar
year, to be paid in accordance with the regular schedule for its
payment; and
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