EMPLOYMENT AGREEMENT

 

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                                                                   Exhibit 10.32

 

                              EMPLOYMENT AGREEMENT

 

         THIS AGREEMENT, made this eighth day of December, 2000, to be effective

as of December 15, 2000 (the "Effective Date") by and between NCO Financial

Systems, Inc., a Pennsylvania corporation, (hereinafter called "Company"), and

Albert Zezulinski, an individual (hereinafter called "Employee").

 

                              W I T N E S S E T H:

 

         WHEREAS, Company wishes to employ Employee and Employee wishes to be

employed by Company on the terms and conditions 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 payments 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 in the healthcare area 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.

 

 

"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

 

 

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(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 failure

to perform the duties hereunder, which breach effects the business operations of

Company, and 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 employer.

 

"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 two (2) years

after Employee's employment with Company is either terminated by Employee or by

Company for any reason whatsoever;

 

 

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(b) For purposes of Section 14(a)(B) and 14(c), from the date hereof until two

(2) year after Employee's employment is either terminated by Employee or by

Company for any reason whatsoever.

 

"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 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 and Division Manager of

Company's Healthcare Division (the "Division"). In such capacity, Employee shall

be responsible for the Division's revenue attainment, including supervision of

the Division's sales force and perform sales and marketing services as well

overseeing the Division's operations. As the Division's Manager, Employee shall

manage the Division's transition to a new platform. Employee shall also 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 the

Chief Executive Officer and Chief Operating Officer of Company and in accordance

with the policies set by them. In addition, Employee will render such other

services and perform such other executive duties for Company and its direct and

indirect wholly owned Subsidiaries and affiliates as the Chief Executive Officer

of Company may from time to time reasonably request of Employee. Employee may,

in addition, hold such offices with Company which may from time to time be

offered to Employee. Employee's authority shall be subject at all times to the

direction and control of the Chief Executive Officer and Chief Operating Officer

of Company and to such Officers' discretion to determine the policies of

Company.

 

(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. Employee may engage in

charitable, civic, fraternal, trade and professional association activities that

do not interfere with Employee's obligations to Company, but Employee shall not

be employed by or receive any remuneration from any other for-profit business

without prior written consent of Company, which may be withheld for any reason

whatsoever. The foregoing notwithstanding, Employee shall be permitted to

provide general financial consulting services to third parties regarding lending

and investment transactions ("Consulting Services") provided that such

Consulting Services are fully disclosed to and approved by Company as not being

in conflict with (i) Employee's fiduciary obligations to Company, and (ii)

Company's business interests, and which Consulting Services are not deemed to be

a part of Employee's job responsibilities hereunder and do not interfere with

Employee ability to perform his duties as the Division's Manager.

 

 

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

Washington, Pennsylvania area 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 services 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 an initial Term of Employment

of three (3) years (the "Initial Term"), commencing on the date Effective Date

(the "Commencement Date"), and ending on December 14, 2003, unless sooner

terminated as hereinafter provided. Unless either party elects to terminate this

Agreement at the end of the Initial Term by giving the other party written

notice of such election at least one hundred twenty (180) days before the

expiration of the Initial Term, the Term of Employment shall be deemed to have

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

commencing on the day after the expiration of the Initial Term. At any time

during the Additional Term, either party may terminate this Agreement by giving

the other party written notice of such election at least one hundred twenty

(180) days prior to such termination.

 

5. Compensation and Benefits.

 

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

receive Base Compensation at the gross annual rate of Two Hundred Fifty Thousand

Dollars ($250,000) payable in installments in accordance with Company's regular

payroll practices in effect from time to time.

 

(b) The Employee shall be entitled to an annual bonus in an amount up to One

Hundred and Twenty Five Thousand Dollars ($125,000) (the "Bonus") based upon the

attainment of certain financial goals established by the Company and the

Employee of Company and Employee as follows: thirty percent (30%) of the Bonus

upon attainment of annual corporate profit goals, thirty percent (30%) of the

Bonus upon the Division attaining its annual sales goal and forty percent (40%)

of the Bonus upon attainment of annual business objectives.

 

(c) In addition to the foregoing compensation, Employee shall receive a

commission of Forty percent (40%) of the fee earned by Company as a result of

Employee providing Consulting Services in accordance with the provisions of

Section3(b). Attached hereto as Schedule "A" is a listing of a number of

transactions in which Employee has been involved and which Company acknowledges

that Employee may continue to work while employed by Company but in which

transactions Company shall not participate in the fee earned by Employee.

 

 

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6. Fringe Benefits. As an inducement to Employee to commence employment

hereunder, and in consideration of Employee's covenants under this Agreement,

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.

 

(b) Employee shall be entitled to a total of four (4) weeks paid vacation and

personal days during each year, subject to Company's generally applicable

policies. All vacation and personal days must be used within the year in which

available and may not be carried over into subsequent years. Employee shall give

oral or written notice prior to the commencement of any vacation in excess of

five (5) business days.

 

(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) Employee shall receive an automobile leased by Company, at a monthly cost

not to exceed One Thousand Dollars ($1000) and Company shall pay for insurance

for such automobile as well as all reasonable expenses related to the operation

of the automobile.

 

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, Annual 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 (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, Annual 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 th