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FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement Amendment

FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: PREMIERE GLOBAL SERVICES, INC.  | JEFFREY A. ALLRED You are currently viewing:
This Employment Agreement Amendment involves

PREMIERE GLOBAL SERVICES, INC. | JEFFREY A. ALLRED

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Title: FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Georgia     Date: 4/20/2005
Industry: Communications Services     Sector: Services

FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, Parties: premiere global services  inc.  , jeffrey a. allred
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Exhibit 10.2

 

PREMIERE GLOBAL SERVICES, INC.

FOURTH AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into by and among PREMIERE GLOBAL SERVICES, INC. , a Georgia corporation, f/k/a PTEK Holdings, Inc. (the “Company”), and JEFFREY A. ALLRED (the “Executive”), on April 18, 2005, to be effective as of January 1, 2005.

 

BACKGROUND STATEMENT

 

The Company and the Executive entered into that certain Third Amended and Restated Executive Employment Agreement dated as of June 26, 2003 (the “Original Agreement”). The Company and the Executive desire to amend and restate the Original Agreement as set forth herein.

 

THEREFORE, in consideration of and reliance upon the foregoing Background Statement and the representations and warranties contained in this Agreement, and other good and valuable consideration, the Company and the Executive amend and restate the Original Agreement as follows:

 

TERMS

 

Section 1. Duties.

 

The Company will continue to employ the Executive as its President and Chief Operating Officer. The Executive will have the powers, duties and responsibilities set forth in the Company’s Bylaws and as from time to time assigned to him by the Company’s board of directors (the “Board”) or its Chief Executive Officer consistent with such position, and the Executive will report directly to the Chief Executive Officer. During the term of his employment under this Agreement, the Executive will devote substantially all of his business time to faithfully and industriously perform his duties and promote the business and best interests of the Company; provided, however, that the Executive is not prohibited from (i) serving on the board of directors of other companies or (ii) participating in personal, civic and charitable activities, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities under this Agreement.

 

Section 2. Compensation.

 

Section 2.1. Base Salary. During the term of Executive’s employment under this Agreement, the Company will pay the Executive a base salary (“Base Salary”) at the annual rate of $600,000, less normal withholdings and payable in accordance with the Company’s standard payroll practices. The Compensation Committee of the Board of Directors of the Company shall review the Executive’s Base Salary annually and, in its sole discretion, may increase the Executive’s Base Salary from time to time. Pursuant to such review, the Compensation Committee will consider, among other things, the Executive’s own performance and the Company’s performance. The Executive will also be entitled to any additional compensation provided for by resolution of the Compensation Committee.


Section 2.2. Bonus Compensation.

 

(i) In addition to his Base Salary, the Executive will be entitled to earn an annual bonus for each calendar year during the term of this Agreement in an amount determined under Section 2.2(ii) based upon performance criteria established from year to year by the Compensation Committee. Unless the Committee determines otherwise prior to the end of the first quarter of a given calendar year, the bonus for such year will be based upon the Company achieving quarterly and annual targets for revenue (“Revenue”) and for earnings before interest, taxes, depreciation and amortization (“EBITDA”). Revenue and EBITDA targets and actual Revenue and EBITDA shall be determined by the Company in the same manner as under the Company’s Bonus Plan for Corporate Associates.

 

(ii) The Executive’s target cash bonus (“Cash Bonus”) for each calendar year will be equal to 100% of his Base Salary for such year, subject to the sliding scale adjusters described below. Unless the Committee determines otherwise prior to the end of the first quarter of a given calendar year (a) 80% of the target bonus will be allocated to the achievement of cumulative quarterly targets ( i.e., 20% per quarter) and 20% will be allocated to the achievement of annual targets, and (b) the bonus will be based two-thirds (2/3) on achievement of EBITDA targets and one-third (1/3) on achievement of Revenue targets. The amount of bonus earned each quarter and calendar year shall be determined based on the following:

 

 

 

 

 

Percentage of Target


 

  

Percentage of Bonus Earned


 

 

90% - 94.99%

  

70

%

95% - 99.99%

  

85

%

100% - 104.99%

  

100

%

105% - 109.99%

  

125

%

110% or more

  

150

%

 

(iii) For example, if the Executive’s Base Salary is $600,000, EBITDA was 105% of target for the first quarter, and Revenue was 98% of target, the Executive’s earned Cash Bonus for the first quarter would be calculated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

Target


 

  

 

  

% Earned


 

 

 

 

  

Bonus
Earned


 

Target Cash Bonus for Q1
(20% of $600,000)

  

=

  

$

120,000

  

 

  

 

 

 

 

  

 

 

2/3 based on EBITDA

  

=

  

$

80,000

  

x

  

125

%

 

=

  

$

100,000

1/3 based on Revenue

  

=

  

$

40,000

  

x

  

85

%

 

=

  

 

34,000

 

  

 

  

 

 

  

 

  

 

 

 

 

  


 


 

Earned Cash Bonus for Q1

  

 

  

 

 

  

 

  

 

 

 

 

  

$

134,000

 

  

 

  

 

 

  

 

  

 

 

 

 

  


 


 

 

(iv) Each of the earned quarterly Cash Bonuses for the first three quarters of a calendar year will be paid to the Executive within forty-five (45) days following the end of the relevant quarter, and the earned fourth quarter and annual Cash Bonus for a calendar year will be paid to the Executive by March 15 following the end of such calendar year.


(v) Beginning in calendar year 2005, the Executive will also be entitled to receive a bonus (“Stock Bonus”) payable in shares of restricted common stock of the Company issued under the Company’s incentive compensation plan. The Stock Bonus would be payable on the same dates as the quarterly and/or annual Cash Bonuses, as the case may be, and will consist of a number of shares of restricted stock equal to (a) the dollar amount of the Cash Bonus payable for such period divided by (b) the per share closing price of the common stock as reported by the New York Stock Exchange (or other primary exchange on which the common stock may then trade) on the date of payment of the relevant Cash Bonus. No fractional shares shall be issued; cash will be paid in lieu thereof. Subject to Section 2.2(vii), each share of restricted stock issued as a Stock Bonus will vest (and will no longer be subject to risk of forfeiture) on the business day following the date of payment.

 

(vi) For example, if the Executive is entitled to receive a quarterly Cash Bonus of $134,000 and the closing price of the Company’s common stock is $10 per share on the date of payment of that Cash Bonus, then the Executive would also be entitled to receive on the date of such payment a Stock Bonus of 13,400 shares of Company common stock. The shares of restricted stock would vest on the business day following the payment date.

 

(vii) The restricted share agreement related to any Stock Bonus shares shall provide that those shares may not be sold or transferred for a period of 18 months following the date on which those shares are issued; provided, however, that this transfer restriction shall not apply to the following: (a) any sale or transfer (including an implied sale pursuant to a net share settlement arrangement with the Company) to satisfy state, local, federal or foreign income tax liabilities of the Executive arising from the receipt or vesting of those shares; (b) any transfer to a charitable trust established by the Executive; and (c) any transfer upon or following a Change in Control of the Company, a termination of the Executive by the Company without Cause or by the Executive for Good Reason, or as otherwise permitted by the Compensation Committee, in its sole discretion.

 

(viii) In connection with the execution of this Agreement, the Company will grant to Executive 120,000 shares of restricted common stock of the Company issued under the Company’s incentive compensation plan. In recognition of Executive’s services during the first quarter of 2005, 30,000 of such shares will be immediately vested as of the date of grant. The remaining shares of restricted stock will vest (and will no longer be subject to risk of forfeiture) in three (3) equal quarterly installments beginning on June 30, 2005, provided that Executive is then still employed by the Company or any of its Affiliates. The vesting of such restricted stock will accelerate in full upon termination of Executive’s employment by reason of his death or Disability, by the Company without Cause, or by Executive for Good Reason. In addition, such restricted stock will vest in full and will no longer be subject to risk of forfeiture upon the occurrence of a Change of Control of the Company.

 

(ix) The Executive will also be entitled to any additional bonus and incentive compensation provided for by resolution of the Compensation Committee.

 

Section 2.3. Employee Benefits. During the term of his employment under this Agreement, the Executive will be entitled to participate in all employee benefit programs which


are provided by the Company generally to senior executives of the Company, including (a) any pension, profit-sharing, or deferred compensation plans, (b) any medical, health, dental, disability and other insurance programs and (c) any fringe benefits, such as club dues, professional dues, the cost of an annual medical examination and the cost of professional fees associated with tax planning and the preparation of tax returns, on a basis at least equal to the other senior executives of the Company. In addition to such benefits, the Company will maintain a $1,000,000 term life insurance policy on the life of and in the name of the Executive, and such other insurance as the Board or the Compensation Committee of the Board may determine. The Executive or his designee will be the owner of such insurance policy and will have all rights pursuant thereto, including, without limitation, the right to transfer ownership and designate beneficiaries. Upon termination of the Executive’s employment without Cause or for Good Reason, or in the event that the Company fails to renew the term of this Agreement, the Executive will be entitled to continue to participate (i) for the longer of (a) twelve (12) months after the date of termination or (b) the remaining term of this Agreement as provided in Section 4 hereof as if such termination had not occurred, in any dental, disability, life or similar programs provided by the Company and in which he participated immediately before the date of termination, and (ii) for a period of sixty (60) months after the date of termination without Cause or for Good Reason, or for a period of twenty-four (24) months after the termination of this Agreement due to the Company’s failure to renew the term of this Agreement, in any medical or health plans and programs provided by the Company and in which he participated immediately before the date of termination, on the same basis as during his employment (including payment by the Company of the costs and expenses associated with such programs on the same terms as during the time the Executive was employed with the Company). In meeting its obligations under this provision the Company will take all actions which may be necessary or appropriate to comply with criteria set forth by the Company’s insurance carriers and other program providers (including the continued employment of the Executive in some nominal capacity if necessary) to continue the Executive’s participation or, in the Company’s discretion, the Company may provide equivalent coverage under alternative arrangements. With respect to continued coverage under any such medical or health plan, if the Executive becomes eligible for health benefits through any arrangement sponsored by or paid for by a subsequent employer of the Executive, then continued coverage under any arrangement provided by the Company will be made secondary to, and coordinated with, such other coverage in which the Executive is eligible.

 

Section 2.4. Reimbursement of Expenditures. The Company will reimburse the Executive for all reasonable expenditures incurred by the Executive in the course of his employment or in promoting the interests of the Company, including expenditures for (i) transportation, lodging and meals during overnight business trips, (ii) business meals and entertainment, (iii) supplies and business equipment, (iv) long-distance telephone calls and (v) membership dues of business associations, in accordance with the policies and procedures of the Company to the extent applicable generally to senior executive officers.

 

Section 2.5. Severance Pay. If the Executive’s employment with the Company under this Agreement is terminated (1) by the Executive for Good Reason, or (2) by the Company for any reason other than Cause, death, or Disability, then in addition to any other rights and remedies the Executive may have, the Executive will be entitled to receive severance pay (the “Severance Amount”) equal to 2.99 times the greater of (a) the sum of (i) the Executive’s annual Base Salary in effect at the date of termination plus (ii) 200% of his target Cash Bonus under Section 2.2 hereof for the year in which the date of termination occurs or (b) the sum of (i) the highest annual Base Salary, and (ii) 200% of the highest Cash Bonus, paid to the Executive for any of the three (3) calendar years prior to the date of termination. Subject to Section 2.10 and


Section 7 hereof, such Severance Amount will be payable in cash in substantially equal installments in accordance with the Company’s standard payroll practices over the twelve (12) month period following the date of termination. As a condition to the payment of the Severance Amount, the Executive will sign a release and waiver of claims in substantially the form set forth in Exhibit A hereto (the “Release”).

 

Section 2.6. Disability of Executive. If during the term of the Executive’s employment under this Agreement the Executive, in the opinion of a majority of the Board (excluding the Executive), as confirmed by competent medical evidence, becomes physically or mentally unable to perform his duties for a continuous period (“Disabled”), then for the first year of his Disability the Executive will receive his full Base Salary and for the next six months of his Disability he will receive one-half of his Base Salary (the “Disability Payments”), payable pursuant to the Company’s normal payroll practices. (The Company may satisfy this obligation in whole or in part by payments to the Executive provided through disability insurance.) The Company will not, however, be obligated to pay bonus compensation or an automobile allowance with respect to the period of Disability. Bonus compensation in this circumstance will be a pro rata portion of the bonus the Executive would have earned absent the period of Disability based upon the number of days during the fiscal year the Executive was not Disabled. When the Executive is again able to perform his duties he will be entitled to resume his full position and salary. Notwithstanding the foregoing, if the Executive’s Disability endures for 180 nonconsecutive days over a 12-month period, then the Company may terminate the Executive’s employment under this Agreement after delivery of ten (10) days written notice. In the event that such termination occurs prior to the end of the 18 th month following the Board’s determination of Executive’s Disability, the Company shall continue to pay the Disability Payments through the end of such 18-month period, as provided in this Section 2.6. The Executive hereby agrees to submit himself for appropriate medical examination by a physician selected by the Company for the purposes of this Section 2.6.

 

Section 2.7. Death of Executive. Within forty-five (45) days after the Executive’s death during the term of this Agreement, the Company will pay to the Executive’s estate, or his heirs, the amount of any accrued and unpaid Base Salary (determined as of the date of death) and vested, accrued and unpaid bonus compensation determined as if the Company’s fiscal year ended at the date of death. In addition, the Company will pay to the Executive’s spouse (or if she is not alive, to his estate or heirs) a death benefit of $5,000.

 

Section 2.8. Automobile Allowance. During the term of his employment under this Agreement, the Company will pay the Executive a monthly automobile allowance of $1,000.

 

Section 2.9. Vacation. The Executive will be entitled to four (4) weeks paid vacation annually, which may be taken in accordance with the policies and procedures of the Company to the extent applicable generally to senior executive officers. Unused vacation time will accumulate and carryover to subsequent years. Any unused vacation at the date of termination of this Agreement (for any reason) will be paid to the Executive promptly following the date of termination.

 

Section 2.10. Change in Control.

 

(i) If, during the twenty-four (24) month period following a Change in Control of the Company, the Executive’s employment with the Company under this Agreement is terminated (1) by the Executive for Good Reason, or (2) by the Company for any reason other than Cause, death, or Disability, then in addition to any other rights


or remedies the Executive may have, the Executive will be entitled to receive the Severance Amount payable in a lump sum upon the effective date of such termination. As a condition to the payment of the Severance Amount, the Executive will sign the Release.

 

(ii) For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

 

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (“Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 50% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities that are acquired in an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other person of which a majority of its voting power or its equity securities or equity interests are owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or


 
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