EMPLOYMENT AGREEMENT

 

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                                                                   EXHIBIT 10.18

 

                              EMPLOYMENT AGREEMENT

 

         THIS AGREEMENT is entered into this 7th day of May, 2003, between

Intercall, Inc. ("Employer"), a Delaware corporation, and Joseph Scott Etzler

("Employee").

 

                                    RECITALS

 

         A.       WHEREAS, West Corporation ("West") has entered into a purchase

agreement to acquire Employer dated March 27, 2003 (the "Purchase Agreement"),

which acquisition is expected to close on or about May 8, 2003, or shortly

thereafter (the "Closing Date"); and

 

         B.       WHEREAS, Employer and Employee have agreed to continue their

employment relationship after the acquisition of Employer, conditioned on

Employee's signing this Agreement, and have agreed on certain terms and

conditions of employment; and

 

         C.       WHEREAS, the parties desire to enter into this Agreement to

memorialize the terms and conditions of the employment relationship and any

prior and existing employment agreement(s) between the parties.

 

         NOW THEREFORE, the parties agree as follows;

 

         1.       Employment. Employer agrees to employ Employee in his capacity

as President of Employer. Employer may also direct Employee to perform such

duties for other entities which now are, or in the future may be, affiliated

with Employer (the "Affiliates"), subject to the limitation that Employee's

total time commitment shall be consistent with that normally expected of

similarly situated executive level employees. Employee shall serve Employer and

the Affiliates faithfully, diligently and to the best of his ability. Employee

agrees during the term of this Agreement to devote his best efforts, attention,

energy and skill to the performance of his employment and/or consulting duties

and to furthering the interest of Employer and the Affiliates.

 

         2.       Term of Employment. Employee's employment under this Agreement

         shall commence effective as of the Closing Date, and shall continue for

         a period of two years unless terminated or renewed under the provisions

         of Paragraph 6 below. This Agreement shall only be effective in the

         event that the transactions contemplated by the Purchase Agreement have

         been consummated in accordance with such Purchase Agreement. If such

         event does not occur, this Agreement is null and void and neither party

         will have been or will be obligated hereunder. Unless terminated

         pursuant to Paragraph 6(a), the term of employment shall be extended by

         one year at the end of

 

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         each successive year so that at the beginning of each successive year

         the term of this Agreement will be two years.

 

         3.       Compensation. Employer shall pay Employee as set forth in

Exhibit A attached hereto and incorporated herein as if fully set forth in this

paragraph. Employee may receive additional discretionary bonuses as determined

by the Board of Directors of Employer in its sole discretion provided nothing

contained herein shall be construed as a commitment by the corporation to

declare or pay any such bonuses. Effective as of the Closing Date, Employee

hereby waives any right or claim to receive payments pursuant to, or to

otherwise participate in, the Intercall Severance Plan.

 

         4.       Benefits. In addition to the compensation provided for in

Paragraph 3 above, Employer will provide Employee with employment benefits

commensurate to those received by other executive level employees of Employer

during the term of this Agreement.

 

         5.       Other Activities. Employee shall devote substantially all of

his working time and efforts during Employer's normal business hours to the

business and affairs of Employer and to the duties and responsibilities assigned

to him pursuant to this Agreement. Employee may devote a reasonable amount of

his time to civic, community or charitable activities. Employee in all events

shall be free to invest his assets in such manner as will not require any

substantial services by Employee in the conduct of the businesses or affairs of

the entities or in the management of the assets in which such investments are

made.

 

         6.       Term and Termination. The termination of this Agreement shall

be governed by the following:

 

                  (a)      The term of this Agreement shall be for the period

         set out in Paragraph 2 unless earlier terminated in one of the

         following ways:

 

                           (1)      Death. This Agreement shall immediately

                  terminate upon the death of Employee.

 

                           (2)      For Cause. Employer, upon written notice to

                  Employee, may terminate the employment of Employee at any time

                  for "cause." For purposes of this paragraph, "cause" shall be

                  deemed to exist if, and only if, the CEO and COO of Employer,

                  in good faith, determine that Employee has engaged, during the

                  performance of his duties hereunder, in significant objective

                  acts or omissions constituting dishonesty, willful misconduct

                  or gross negligence relating to the business of Employer.

 

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                           (3)      Without Cause. Employer, upon written notice

                  to Employee, may terminate the employment of Employee at any

                  time after December 31, 2003, without cause.

 

                           (4)      Resignation. Employee, upon written notice

                  to Employer, may resign from the employment of Employer at any

                  time.

 

                  (b)      Accrued Compensation on Termination. In the event of

         termination of the Agreement, Employee shall be entitled to receive:

 

                           (1)      salary earned prior to and including the

                  date of termination;

 

                           (2)      any bonus earned as of the end of the month

                  immediately preceding the date of termination; and

 

                           (3)      all benefits, if any, which have vested as

                  of the date of termination.

 

         7.       Consulting.

 

                  (a)      In the event of termination of employment pursuant to

         Paragraph 6(a)(3) or 6(a)(4) above, Employer and Employee agree that

         Employee shall, for a minimum period of twenty-four (24) months from

         the date of termination, serve as a consultant to Employer.

 

                  (b)      In the event of termination pursuant to Paragraph

         6(a)(2), Employer and Employee agree that Employer may, at its sole

         option, elect to retain the services of Employee as a consultant for a

         period of twenty-four (24) months from the date of termination and that

         Employee will serve as a consultant to Employer if Employer so elects.

         Employer shall make such election within ten (10) business days from

         the date of notice of termination.

 

                  (c)      During any period of consulting, Employee shall be

         acting as an independent contractor. As part of the consulting

         services, Employee agrees to provide certain services to Employer,

         including, but not limited to, the following:

 

                                    (1)      oral and written information with

         reference to continuing programs and new programs which were developed

         or under development under the supervision of Employee;

 

                                    (2)      meeting with officers and managers

         of Employer to discuss and review programs and to make recommendations;

 

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                                    (3)      analysis, opinion and information

         regarding the effectiveness and public acceptance of their programs.

 

                  (d)      During the consulting period, Employee shall continue

         to receive, as compensation for his consulting, the annualized salary

         being paid at the time of termination. No bonus of any kind will be

         paid during any period of consulting.

 

                  (e)      Employee hereby agrees that during any period of

         consulting, he will devote his full attention, energy and skill to the

         performance of his duties and to furthering the interest of Employer

         and the affiliates, which shall include, and Employee acknowledges, a

         fiduciary duty and obligation to Employer. Employee acknowledges that

         this prohibition includes, but is not necessarily limited to, a

         preclusion from any other employment or consulting by Employee during

         the consulting period except pursuant to Paragraph 7(f) hereafter.

 

                  (f)      During the term of this Agreement, including any

         period of consulting, Employee shall not, singly, jointly, or as a

         member, employer or agent of any partnership, or as an officer, agent,

         employee, director, stockholder or investor of any other corporation or

         entity, or in any other capacity, engage in any business endeavors of

         any kind or nature whatsoever, other than those of Employer or its

         Affiliates without the express written consent of Employer; provided,