Exhibit 10.8
AMENDED AND
RESTATED
EMPLOYMENT
AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT, made as of October 27, 2008, by and between ICT
GROUP, INC., a Pennsylvania corporation (hereinafter called
“Company”), and Gail L. Lebel, an individual
(hereinafter called “Employee”).
WITNESSETH
Employee is currently employed by
Company and Company wishes to continue to employ Employee, and
Employee wishes to continue to be in the employ of Company, on the
terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of
the facts, mutual promises and covenants contained herein and
intending to be legally bound hereby, Company and Employee agree as
follows:
1. Employment. Company hereby
employs Employee as Senior Vice President, Global Human Resources,
and Employee hereby accepts employment by Company upon the terms,
conditions and restrictions contained in this Agreement.
2. Duties and
Responsibilities.
(a) Employee agrees to assume such
duties and responsibilities associated with the position indicated
above, and as may be assigned to Employee by the Chief Executive
Officer or President of the Company from time to time; provided,
however, that such duties and responsibilities may be modified at
the discretion of the Chief Executive Officer or the President.
Employee shall perform any other duties reasonably required by
Company and, if requested by Company, shall serve as an officer or
director of Company or any of its affiliates without additional
compensation.
(b) Throughout the term of this
Agreement, Employee shall devote his entire working time, energy,
skill and best efforts to the performance of his duties hereunder
in a manner, which will faithfully and diligently further the
business and interest of Company. During the term of this
Agreement, Employee may not, directly or indirectly, do any work
for any other company; provided, however, that it shall not be a
violation of this Agreement for Employee to (i) serve on
corporate, civic or charitable boards or committees,
(ii) deliver lectures, fulfill speaking engagements or teach
at educational institutions, (iii) manage personal
investments, or (iv) engage in activities permitted by the
policies of Company or as specifically permitted by Company, so
long as such activities do not significantly interfere with the
full time performance of Employee’s responsibilities in
accordance with this Agreement.
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3. Term. This Agreement shall
commence on October 27, 2008 and shall end when terminated as
hereinafter provided.
4. Compensation.
(a) For all of the service rendered
by Employee to Company, Employee shall receive a gross annual base
salary of $215,000, less taxes and other deductions required by
law, payable in reasonable periodic installments in accordance with
Company’s regular payroll practices in effect from time to
time. Employee’s salary shall be reviewed by Company annually
pursuant to Company’s normal performance review policies for
executive officers; provided that no provision of this Agreement
shall prohibit a reduction in the Employee’s salary as part
of an across the board reduction in the base salaries of executive
officers generally, so long as such reduction applies on
substantially the same percentage basis to all executive officers
of Company generally.
(b) In addition to Employee’s
base salary, Company may pay Employee from time to time such
bonuses or other additional compensation as Company may determine
in its sole discretion. The bonus (if any) shall be paid in
accordance with the terms of the respective plan, but prior to
March 15 of the calendar year following the calendar year in
which the bonus is earned.
(c) Throughout the term of this
Agreement, Employee shall be eligible to participate in
Company’s insurance and other benefit plans and programs
subject to their terms, conditions and restrictions. Nothing herein
shall preclude Company from modifying or terminating any insurance
or other benefit plan or program.
(d) Employee shall accrue vacation
pay at a rate of 1.75 days per full-month of employment, which may
be adjusted in accordance with Company’s vacation, holiday
and other pay-for-time-not worked policies.
(e) Employee will not receive any
remuneration or any other benefit from any client or any other
company or individual in connection with any transaction in which
Company is involved, directly or indirectly. Nor will Employee
assign or give any part of the compensation which he receives from
Company to any other employee, agent or representative of Company,
to any client or any of its employees, agents or representatives,
or to any other person or entity involved, directly or indirectly,
with Company.
5. Expenses. Company will
reimburse Employee for all reasonable expenses incurred by Employee
in connection with the performance of Employee’s duties
hereunder upon receipt of vouchers therefor satisfactory to Company
and in accordance with Company’s regular reimbursement
procedures and practices in effect from time to time.
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6. Post-Termination
Payments.
(a) If Employee is terminated by
Company pursuant to Paragraph 10 hereof, Company shall pay to
Employee a monthly severance payment as salary continuation in an
amount equal to Employee’s monthly salary at the time of
termination, less taxes and other deductions required by law, for
either (i) six (6) months if Employee has less than five
(5) years of uninterrupted service with Company as of the
effective date of employment termination or (ii) nine
(9) months if Employee has between five (5) and ten
(10) years of uninterrupted service with Company as of the
effective date of employment termination or (ii) twelve
(12) months if employee has ten (10) years or more of
uninterrupted service with Company as of the effective date of
employment termination (the applicable period hereinafter called
the “Severance Period”), beginning on the first payroll
date after the expiration of the thirty (30)-day period following
the date of Employee’s termination of employment and each
payroll date thereafter until fully paid, in accordance with
Company’s regular payroll practices; provided that Employee
signs and does not revoke at the time of termination of employment
a General Release satisfactory to Company of any and all claims
which Employee may have arising out of or relating to
Employee’s employment with and/or termination of employment
with Company.
In addition, if Employee is
terminated (i) for any reason other than for Cause under
Paragraph 9 hereof or (ii) for an Inability under Paragraph 7
hereof which does not qualify Employee for coverage under
Company’s applicable long-term disability policy, Company
shall maintain Employee in its supplemental health insurance plan
on the same basis as if Employee had remained employed by Company
during the Severance Period, for the duration of the Severance
Period or until Employee becomes covered under another supplemental
health insurance plan, whichever occurs first; provided, that in
order to receive such continued coverage, Employee shall be
required to pay to Company at the same time that premium payments
are due for the month an amount equal to the full monthly premium
payments required for such coverage and Company shall reimburse to
Employee the amount of such monthly premium, less the amount that
Employee was required to pay for such coverage immediately prior to
Employee’s date of termination of employment, (the
“Health Payment”) no later than the next payroll date
of Company that occurs after the date the premium for the month is
paid by Employee. In addition, on each date on which the monthly
Health Payments are made, Company shall pay to Employee an
additional amount equal to the federal, provincial and local income
and payroll taxes that Employee incurs on each monthly Health
Payment (the “Health Gross-up Payment on Covered
Termination”).
(b) Employee shall make reasonable
efforts to obtain replacement income (through employment and other
sources) during the period in which Employee receives
post-termination payments from Company.
(c) Company’s obligation to
make post termination payments pursuant to Paragraph 6(a) shall be
offset by any compensation earned by Employee, as an employee,
consultant, independent contractor or otherwise, during the period
in which Employee receives such post-termination payments. Employee
shall report any such compensation to the Company and shall respond
to inquiries by the Company concerning such
compensation.
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(d) Company’s obligations
under Paragraph 6(a) shall cease in the event Employee fails to
comply with paragraphs 6(b) or 6(c) of this Agreement or in the
event Employee breaches any of the restrictions or obligations set
forth in Paragraphs 14 and 15 of this Agreement.
6. Inability. If Employee is
unable to perform the essential functions of his job, with or
without reasonable accommodations, for whatever reason, for a
period of thirteen (13) consecutive weeks or for a cumulative
period of nineteen (19) weeks during any twelve-month period,
Company shall have the right to terminate Employee’s
employment, subject to the Americans with Disabilities Act or other
applicable law, in which event Company shall have no further
obligations or liabilities hereunder after the date of such
termination except as otherwise provided in paragraph 6(a) hereof.
The termination of Employee’s employment with Company
pursuant to this Paragraph shall not release Employee from
Employee’s obligations and restrictions under Paragraphs 14
and 15 of this Agreement.
7. Death. If Employee dies,
Company shall have no further obligations or liabilities under this
Agreement to Employee’s estate or legal representative or
otherwise after the date of his death; provided, however, that
Employee’s rights under employee benefit plans or equity
plans shall be determined by the terms of those plans.
8. Discharge for Cause.
Company may discharge Employee at any time for “Cause,”
which shall mean any of the following grounds for termination of
Employee’s employment listed herein, which is not cured by
Employee within the 30-day period following written notice from the
Board of Directors of the specific grounds that could result in a
termination for “Cause;” provided that Employee shall
only have an opportunity to cure a failure to the extent the
failure is curable, as determined by the Board of Directors in its
sole discretion: (i) Employee’s willful misconduct,
fraud, misappropriation, embezzlement, gross negligence,
self-dealing, dishonesty, misrepresentation, or conviction of a
crime of moral turpitude, (ii) willful and repeated failure to
comply with the lawful directives of the Board of Directors or any
supervisory personnel; or (iii) Employee’s material
breach or violation of any provision of this Agreement or other
written agreement with Company or Company’s applicable code
of conduct or employment policy (or other document of comparable
intent). In the event Company terminates Employee’s
employment for Cause, Company shall have no further obligations or
liabilities to Employee after the date of such discharge. The
termination of Employee’s employment with Company pursuant to
this Paragraph shall not release Employee from Employee’s
obligations and restrictions under Paragraphs 14 and 15 of this
Agreement.
9. Discharge Not for Cause.
Notwithstanding any other provision of this Agreement, Company may
discharge Employee at any time without cause by providing Employee
with the greater of 30 days written notice or the notice required
by applicable statute, which notice Company may waive, in whole or
in part, in its sole discretion, by
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paying Employee for such notice period. Upon
termination of Employee pursuant to this Paragraph 10, Company
shall be obligated to provide Employee with post-termination salary
continuance payments in accordance with Paragraph 6, but shall have
no further obligations or liabilities to Employee after the date of
his termination. The termination of Employee’s employment
with Company pursuant to this Paragraph 10 shall not release
Employee from Employee’s obligations and restrictions under
Paragraphs 14 and 15 of this Agreement.
10. Termination by
Employee.
(a) Employee may terminate
Employee’s employment under this Agreement at any time by
providing Company with 30 days written notice, which notice Company
may waive, in whole or in part, in its sole discretion, by paying
Employee for such 30 days. In the event Employee terminates
Employee’s employment under this Paragraph 11(a), Company
shall have no further obligations or liabilities to Employee after
the date of his termination.
(b) Notwithstanding Paragraph 11(a)
above, Employee may initiate a termination of Employee’s
employment under this Agreement for Good Reason (as defined herein)
following a Change of Control of the Company (as defined below) by
providing Company with 30 days written notice of such resignation.
As used herein, “Good Reason” shall mean, with respect
to Employee, without Employee’s consent, (i) a material
diminution in Employee’s base compensation; (ii) a
material diminution in Employee’s authority, duties or
responsibilities; (iii) a material change in the geographic
location at which Employee must perform services (which, for
purposes of this Agreement, means relocation of Employee’s
principal place of business that results in a commute of fifty
(50) miles or more); or (iv) any other action or inaction
that constitutes a material breach by Company (or a successor
thereto) of the Agreement; provided that for any of the foregoing
to constitute “Good Reason” Employee must object in
writing to Company (or a successor thereto) within 30 days
following initial discovery of its occurrence or proposed
occurrence, and which action is not then
