EMPLOYMENT AGREEMENT

 

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                                                                   Exhibit 10.22

 

                              EMPLOYMENT AGREEMENT

 

         THIS AGREEMENT, made this 15th day of May, 2003 (the "Effective Date"),

is by and between NCO Financial Systems, Inc., a Pennsylvania corporation,

("Company"), and Paul J. Burkitt, an individual ("Employee").

 

                              W I T N E S S E T H:

 

         WHEREAS, Company wishes to employ Employee and Employee agrees to

accept employment and be employed by Company on the terms and conditions to be

contained in this Agreement.

 

         NOW, THEREFORE, in consideration of the facts, mutual promises and

covenants contained herein, intending to be legally bound hereby, Company and

Employee agree as follows:

 

         1. Definitions. As used herein, the following terms shall have the

meanings set forth below unless the context otherwise requires.

 

         "Affiliate" shall mean a person who with respect to any entity,

directly or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, such entity.

 

         "Annual Bonus" shall mean the bonus payment set forth in Section 5(b),

as such amount may be adjusted from time to time.

 

         "Base Compensation" shall mean the annual rate of compensation set

forth in Section 5(a), as such amount may be adjusted from time to time.

 

         "Board" shall mean the Board of Directors of Company.

 

         "Business" shall mean the business conducted by Company on the date of

execution of this Agreement, including without limitation any business in the

collection and/or management of accounts receivable and including business

activities in developmental stages, business activities which may be developed

by Company, or any Subsidiary or corporate parent thereof or entity sharing a

common corporate parent with Company, during the period of Employee's employment

by Company, and all other business activities which flow from a reasonable

expansion of any of the foregoing, including any business engaged in by Company

subsequent to the execution of this Agreement in which Employee participates.

 

 

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         "Cause" shall mean any one or more of the following:

 

                  (a) if Employee is convicted of a felony involving fraud,

theft or embezzlement or has entered a plea of nolo contendere (or similar plea)

to a charge of such an offense; or

 

                  (b) if Employee commits any act of fraud or deliberate

misappropriation relating to or involving Company; or

 

                  (c) habitual intoxication or drug addiction; or

 

                  (d) if Employee commits a material breach of this Agreement,

including, but not limited to, failure to comply with the rules and regulations

of Company or to perform the duties hereunder to Company's reasonable

satisfaction, which breach is not cured by Employee after thirty (30) days prior

written notice and opportunity to cure.

 

         "Commencement Date" shall have the meaning specified in Section 4

hereof.

 

         "Confidential Information" shall have the meaning specified in Section

14(c) hereof.

 

         "Customer" shall mean any individual or entity to whom Company has

provided goods or services and with whom Employee had, alone or in conjunction

with others, Material Contact during the twelve (12) months prior to the

termination of employee's employment.

 

         "Disability" shall mean Employee's inability, for a period of 90

consecutive days, or more than 180 days in the aggregate over a consecutive

period of eighteen months, to perform the essential duties of Employee's

position, with or without any reasonable accommodation required by law, due to a

mental or physical impairment which substantially limits one or more major life

activities.

 

         "Material Contact" shall mean that (i) Employee had business dealings

with Customer on Company's behalf; (ii) Employee was responsible for supervising

or coordinating the dealings between such Customer and Company; or (iii)

Employee obtained Confidential Information about Customer as a result of

Employee's association with Company.

 

 

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         "Potential Customer" shall mean any individual or entity to whom

Company has actively sought to sell goods or services within the twelve (12)

month period immediately prior to the termination of Employee's employment and

with whom Employee had Material Contact on Company's behalf during that same

time period.

 

         "Restricted Area" shall have the meaning specified in Section 14(a)

hereof.

 

         "Restricted Period" shall mean:

 

                  (a) For purposes of Section 14(a)(A), from the date hereof

until six (6) months after the later of the date that (i) Employee's employment

is terminated by either Employee or Company for any reason whatsoever; or (ii)

the final payment is made by Company to Employee pursuant to this Agreement or

any other agreement between the parties hereto; and

 

                  (b) For purposes of Section 14(a)(B) and 14(c), for a period

of two (2) years after the later of the date that (i) Employee's employment is

terminated by either Employee or Company for any reason whatsoever or (ii) the

final payment is made by Company to Employee pursuant to this Agreement or any

other agreement between the parties hereto.

 

         "Subsidiary" shall mean any corporation in which Company owns directly

or indirectly 50% or more of the Voting Stock or 50% or more of the equity; or

any other venture in which it owns either 50% or more of the voting rights or

50% or more of the equity.

 

         "Term of Employment" shall mean the period specified in Section 4

hereof and any extension thereof and as the same may be modified in accordance

with this Agreement.

 

         2. Employment. Company hereby employs Employee and Employee hereby

accepts employment by Company for the period and upon the terms and conditions

specified in this Agreement.

 

         3. Office and Duties.

 

                  (a) Employee shall serve as Executive Vice President, Sales

and Marketing. In such capacity, Employee shall render such services as are

necessary and desirable to protect and advance the best interests of Company,

acting, in all instances, under the supervision of and in accordance with the

directions issued by the Company's Chief Executive Officer or his designee.

 

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                  (b) For as long as Employee shall remain an employee of

Company, Employee's entire working time, energy, skill and best efforts shall be

devoted to the performance of Employee's duties hereunder in a manner which will

faithfully and diligently further the business and interests of Company.

 

                  (c) Employee's services will be conducted at Company's offices

in Horsham, Pennsylvania and at such other places as Employee's duties may

require; provided however, that Employee shall not be required by Company to

relocate his principal residence without his consent, and shall not be required

to perform his normal duties hereunder in any location that is greater than

fifty (50) miles from his principal residence, except in the course of normal

daily business travel.

 

         4. Term. Employee shall be employed by Company for a Term of three (3)

years (the "Term"), commencing on the Effective Date and ending on the third

(3rd) anniversary thereof, unless sooner terminated as hereinafter provided.

Unless either party elects to terminate this Agreement at the end of the Term or

any Additional Term (as hereinafter defined) by giving the other party written

notice of such election at least sixty (60) days before the expiration of the

Term or any Additional Term, the Term of Employment shall be deemed to have been

extended for an additional term of one (1) year ("Additional Term") commencing

on the day after the expiration of the Term or any Additional Term and

thereafter from year to year until terminated in accordance herewith.

 

         5. Compensation and Benefits.

 

                  (a) For all of the service rendered by Employee to Company,

Employee shall receive Base Compensation, Annual Bonus and any other

compensation in accordance with the provisions set forth in Exhibit "A" attached

hereto and made part hereof.

 

         6. Fringe Benefits. As part of his compensation, Employee shall be

entitled to the benefits set forth below (the "Fringe Benefits") during the Term

of Employment:

 

                  (a) Employee shall be eligible to participate in any health,

life, accident or disability insurance, sick leave or other benefit plans or

programs made available to other similarly situated employees of Company as long

as they are kept in force by Company and provided that Employee meets the

eligibility requirements and other terms, conditions and restrictions of the

respective plans and programs.

 

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                  (b) Employee shall be entitled to a total of three (3) weeks

paid vacation and personal days during each year subject to Company's generally

applicable policies. Employee shall give oral or written notice prior to the

commencement of any vacation in excess of five (5) business days. Employee may

carry over from one year to the next up to 35 unused vacation or personal days

during the term of this agreement.

 

                  (c) Company will reimburse Employee for all reasonable

expenses incurred by Employee in connection with the performance of Employee's

duties hereunder upon receipt of documentation therefor in accordance with

Company's regular reimbursement procedures and practices in effect from time to

time. Payment to Employee will be made upon presentation of expense vouchers in

such detail as Company may from time to time require.

 

                  (d) Company shall provide Employee with a car to be used by

Employee in connection with Employer's business or a car allowance, which in

total cost to Company shall not exceed $1500.00 per month. In the event Company

does provide Employee with a car, Company shall pay for insurance and general

maintenance for such car. Employee may at his option ask to receive a car

allowance of $1,500.00 per month in lieu of a company car.

 

         7. Disability. If Employee suffers a Disability, Company may terminate

Employee's employment relationship with Company at any time thereafter by giving

Employee ten (10) days written notice of termination. Thereafter, Company shall

have no obligation to Employee for Base Compensation, Monthly Bonus, Fringe

Benefits or any other form of compensation or benefit to Employee, except as

otherwise required by law or by benefit plans provided at Company expense, other

than (a) amounts of Base Compensation accrued through the date of termination,

(b) a pro rata portion of the Annual Bonus earned to the date of termination of

employment, to the extent payable hereunder and to the extent approved by the

Board for similarly situated employees, and (c) reimbursement of appropriately

documented expenses incurred by Employee before the termination of employment,

to the extent that Employee would have been entitled to such reimbursement but

for the termination of employment.

 

         8. Death. If Employee dies during the Term of Employment, the Term of

Employment and Employee's employment with Company shall terminate as of the date

of Employee's death. Company shall have no obligation to Employee or Employee's

estate for Base Compensation, Monthly Bonus, Fringe Benefits or any other form

of compensation or benefit, except as otherwise required by law or by benefit

plans provided at Company expense, other than (a) amounts of Base Compensation

that have accrued through the date of Employee's death, (b) a pro rata portion

of the Monthly Bonus earned to the date of Employee's death, to the extent

payable hereunder and to the extent approved by the Board for similarly situated

employees, and (c) reimbursement of appropriately documented expenses incurred

by Employee before Employee's death, to the extent that Employee would have been

entitled to such reimbursement but for his death.

 

 

 

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         9. Termination for Cause. Company may terminate Employee's employment

relationship with Company at any time for Cause. Upon termination of Employee

under this Section 9, Company shall have no obligation to Employee for Base

Compensation, Monthly Bonus, Fringe Benefits or other form of compensation or

benefits other than (a) amounts of Base Compensation and Bonus accrued through

the date of termination, and (b) reimbursement of appropriately documented

expenses incurred by Employee before the termination of employment, to the

extent that Employee would have been entitled to such reimbursement but for the

termination of employment.

 

         10. Termination without Cause. Company may terminate Employee's

employment relationship with Company at any time without Cause. Notwithstanding

termination of Employee's employment under this Section 10, Employee shall

receive (a) amounts of Base Compensation and Bonus accrued through the date of

termination, and (b) reimbursement of appropriately documented expenses incurred

by Employee before the termination of employment, to the extent that Employee

would have been entitled to such reimbursement but for the termination of

employment. Additionally, the Employee shall continue to be eligible to receive

and Company shall continue to pay Employee's Base Compensation as well as a

Bonus (based on the Bonus earned by Employee during the preceding twelve (12)

months) for a one (1) year period in accordance with Company's standard payroll

practices.

 

         11. Termination by Employee. Employee may terminate his employment at

any time upon at least 30 days prior written notice to Company. If Employee

terminates his employment, Company shall have no obligation to Employee for Base

Compensation, Monthly Bonus, Fringe Benefits or other form of compensation or

benefits other than (a) amounts of Base Compensation accrued through the date of

termination, and (b) reimbursement of appropriately documented expenses incurred

by Employee before the termination of employment, to the extent that Employee

would have been entitled to such reimbursement but for the termination of

employment. The foregoing notwithstanding, in the event the Employee terminated

his employment due to (i) the Company requiring the Employee to relocate his

office more than fifty (50) miles from his current office in Horsham, Pa, (ii) a

material diminution in the Employee's authority or duties, or (iii) any

reduction in the Employee's Base Salary or Bonus opportunity, then the

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