Exhibit 10.17
EMPLOYMENT
AGREEMENT
Employment
Agreement made effective February 23, 2006, between SITEL
CORPORATION, a Minnesota corporation (“Company”) and
JORGE A. CELAYA (“Executive”).
WHEREAS,
Company desires to assure itself of the Executive’s continued
dedication notwithstanding the Company’s evaluation of
various strategies available to the Company in its efforts to
enhance long-term shareholder value, and to induce the Executive to
remain in the employ of the Company; and
WHEREAS, the
Executive is willing to remain in the employ of the Company on the
terms and conditions set forth in this Agreement.
NOW THEREFORE,
in consideration of the mutual covenants and agreements of the
parties in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Employment
. Company
hereby continues to employ Executive as its Executive Vice
President and Chief Financial Officer, and Executive hereby accepts
such continued employment, for the period of time and upon the
terms and conditions set forth in this Agreement.
2.
Term
. The term of
Executive’s employment under this Agreement shall begin as of
the date hereof and continue without interruption through December
31, 2006, and shall automatically renew thereafter for additional
terms of one year each, unless sooner terminated in accordance with
this Agreement (“Term”).
3.
Duties
. The duties
and responsibilities of Executive shall include duties and
responsibilities consistent with Executive’s corporate
offices and positions, including those which may be set forth in
the bylaws of Company from time to time, and such other duties and
responsibilities which the Chief Executive Officer and/or the Board
of Directors of Company from time to time may assign to
Executive.
4.
Efforts on
Behalf of Company and Other Activities . During the
Term, Executive shall devote all of his working time and use his
best efforts to perform diligently and faithfully his duties and
responsibilities under this Agreement. Executive shall not
invest in any business which directly competes with the Company,
nor shall he engage in any outside business activity of any nature,
except as otherwise provided in this Agreement, without the prior
written consent of the Company. Notwithstanding the
above, Executive may devote a reasonable amount of his time to
civic, community, or charitable activities, may manage his and his
family’s personal investments and affairs, and may serve on
the boards of other companies, as long as such activities do not
interfere materially with the performance of his responsibilities
under this Agreement. Nothing in this Agreement shall
be construed as prohibiting Executive from investing in up to 1% of
the stock of any corporation which does not directly compete with
the Company and whose stock is listed on a national securities
exchange or on the NASDAQ National Market system.
5.
Place of
Employment . The
Company’s executive offices shall be located in Omaha,
Nebraska and Executive’s home office shall be located in
Baltimore, Maryland during the Term. Company shall furnish
Executive with an office, secretarial and other support services
consistent with those currently provided and such other facilities
and services at such locations as may be reasonably required to
permit Executive to fulfill the duties of his
employment.
6.
Base
Salary . For all
services to be rendered by Executive pursuant to this Agreement,
Company agrees to pay Executive during the Term a base annual
salary (the “Base Salary”) of Two Hundred Ninety
Thousand Dollars ($290,000). The Base Salary shall be
reviewed at least annually in accordance with the Company’s
policies and practices by action of the Compensation Committee of
the Board of Directors and may be increased, but not decreased,
from time to time by such action. Any increase in the Base
Salary shall not serve to limit or reduce any other obligations of
the Company hereunder and any such increased Base Salary thereafter
shall be regarded as the Executive’s “Base
Salary” for all purposes under this Agreement. The Base
Salary shall be paid in periodic installments in accordance with
Company’s regular payroll practices, but in any event no less
frequently than monthly. The Base Salary, and all other
amounts payable under this Agreement, shall be subject to
withholding as required by law.
7.
Additional
Compensation .
(a)
Bonus
. For
each calendar year during the Term, Executive shall be eligible to
participate in the Company’s bonus program for senior
executives on the terms established by the Compensation Committee
for each such year. Executive’s target bonus
opportunity for each calendar year in the Term shall be established
annually by the Compensation Committee of the Board of Directors,
but shall in no event be less than 100% of his Base
Salary.
(b)
Stock
Option Plans . Executive has
previously been granted stock options for SITEL common stock.
Any further grants of stock options to Executive shall be at the
sole discretion of the Compensation Committee. The terms of
any such discretionary grants shall be as established by the
Compensation Committee from time to time.
(c)
Benefit
Plans . During the Term,
Executive (and his eligible dependents where applicable) shall be
entitled to participate in the benefit plans offered from time to
time by Company to its senior executive officers, on terms
(including Company and employee contribution percentages, waivers
of waiting periods, applicable deductibles, etc.) no less favorable
than those provided generally to other senior executive officers of
the Company, including without limitation, as may be applicable,
individual or group medical, hospital, dental, and long-term
disability insurance coverages, group life insurance coverage, and
401(k) plans.
(d)
Vacations
and Holidays . During the
Term, Executive shall be entitled to such paid vacation days,
holidays and time off per calendar year (pro-rated for partial
calendar years of employment) as are consistent with past practice
and custom for Company’s senior executive
officers.
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(e)
Expenses
. During the
Term, Executive shall be entitled to prompt reimbursement by
Company of all reasonable ordinary and necessary travel,
entertainment, and other expenses incurred by Executive (in
accordance with the policies and procedures established by Company
for its senior executive officers) in the performance of his duties
and responsibilities under this Agreement; provided that
Executive shall properly account for such expenses in accordance
with Company policies and procedures, which may include but are not
limited to itemized accountings.
8.
Termination
of Employment .
(a)
Death
.
Executive’s employment under this Agreement shall terminate
upon Executive’s death. If Executive’s employment
terminates pursuant to this Section 8(a), Executive’s estate
shall be entitled to receive the Base Salary up through the date of
Executive’s death; any bonus earned by Executive pursuant to
Section 7(a) for a calendar year already completed but not yet
paid; and any benefits to which Executive is entitled pursuant to
Sections 7(c) through 7(e) up through the date of Executive’s
death.
(b)
Disability
. If
Executive becomes incapable by reason of physical injury, disease,
mental illness or other incapacity of substantially performing his
duties under this Agreement for a continuous period of three months
or for more than 120 days in the aggregate during any 12-month
period, then Company may terminate Executive’s employment
under this Agreement effective upon 30 days written notice.
If Executive’s employment terminates pursuant to this Section
8(b), Executive or his legal representative shall be entitled to
receive the Base Salary up through the effective date of
termination; any bonus earned by Executive pursuant to Section 7(a)
for a calendar year already completed but not yet paid; and any
benefits to which Executive is entitled pursuant to Sections 7(c)
through 7(e) up through the effective date of
termination.
(c)
For
Cause . Company also may
terminate Executive’s employment under this Agreement for
cause. For purposes of this Agreement, “for
cause” shall mean only (i) Executive’s confession, plea
of nolo contendere, or conviction of theft, fraud, embezzlement, or
any crime involving dishonesty, (ii) bad faith or unlawful conduct
on the part of the Executive which is or can reasonably be expected
to be demonstrably detrimental to the business, reputation or
financial condition of the Company, (iii) Executive’s willful
misconduct or gross negligence in performing or failing to perform
his duties and responsibilities as described in Section 1 (other
than because of a disability described in Section 8(b)) and
Executive’s failure to cure such willful misconduct or gross
negligence within 30 days after Executive’s receipt of a
written notice from the Chief Executive Officer or Board of
Directors of the Company setting forth in reasonable detail the
particulars thereof, or (iv) the failure by Executive to comply in
any material respect with Company policies or a lawful directive of
the Chief Executive Officer or Board of Directors (other than
because of a disability described in Section 8(b)) which
non-compliance is or can reasonably be expected to be demonstrably
detrimental to the business, reputation or financial condition of
the Company, and Executive’s failure to cure such
non-compliance within 30 days after Executive’s receipt of a
written notice from the Chief Executive Officer or Board of
Directors setting forth in reasonable detail the particulars of
such non-compliance. Termination shall occur effective 30
days after “for cause” is established. If
Executive’s employment terminates pursuant to this Section
8(c), Executive shall be entitled to receive the Base Salary up
through the effective date of termination
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and any
benefits to which Executive is entitled pursuant to Sections 7(c)
through 7(e) up through the effective date of termination, but
shall not be entitled to any bonus for a completed calendar year
which has not yet been paid (and for which the payment date
established by the bonus plan has not yet arrived).
(d)
Voluntary
Resignation . Executive may
voluntarily resign from Company’s employ at any time upon at
least 30 days prior written notice of the effective date of such
resignation. If Executive voluntarily resigns, Executive
shall be entitled to receive the Base Salary up through the
effective date of such resignation and any benefits to which
Executive is entitled pursuant to Sections 7(c) through 7(e) up
through the effective date of such resignation, but shall not be
entitled to any bonus for a completed calendar year which has not
yet been paid (and for which the payment date established by the
bonus plan has not yet arrived).
(e)
Without
Cause . The Company may
terminate Executive’s employment under this Agreement without
cause, which for purposes of this Agreement shall include any
termination of Executive’s employment by Company other than
“for cause” as defined in Section 8(c) and other than
because of disability pursuant to Section 8(b), upon no less than 5
days prior written notice. If the Company terminates
Executive’s employment without cause pursuant to this Section
8(e), then following such termination Executive shall be entitled
to receive the Base Salary up through the effective date of such
termination; any bonus earned by Executive pursuant to Section 7(a)
for a calendar year already completed but not yet paid; and any
benefits to which Executive is entitled pursuant to Sections 7(c)
through 7(e) up through the effective date of termination. In
addition, Executive shall be entitled to receive, within 10 days
after the effective date of such termination without cause (or in
the next regular semi-monthly pay period following the effective
date of such termination, if later), a lump sum payment equal to
the aggregate of (i) one (1) times the Base Salary provided for in
Section 6 and (ii) one (1) times the target bonus for the calendar
year in which the effective date of termination occurs.
Furthermore, the Company shall reimburse Executive for twelve (12)
consecutive months after the effective date of such termination for
payments by the Executive to exercise his rights under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(COBRA), to continue medical and dental coverages for Executive and
his covered dependents as such may be in effect from time to time
under the Company’s medical and dental plans.
Furthermore, Executive shall be entitled to continuation of
long-term disability and life insurance benefits at the
Company’s expense for a period of twelve (12) consecutive
months after the effective date of such termination provided that
the long-term disability benefit plan and the life insurance
benefit plan, as the case may be, permit Executive’s
continued participation; provided that, if either such plan does
not permit Executive’s continued participation after the
effective date of such termination and under such plan Executive
has a right to convert such benefit to an individual insurance
contract or such plan provides a portability option to continue
coverage as a former employee, then, if Executive timely elects
such conversion or portability option subject to the terms of such
plan, Company shall reimburse Executive for such premiums incurred
for such twelve (12) consecutive month period; provided further
that Executive shall have no right to a continuation of long-term
disability or life insurance coverage after the effective date of
termination except as provided in the preceding provisions of this
Section 8(e). Each of the continued benefits or
reimbursements provided under this Section 8(e) shall cease as such
time as Executive becomes eligible for substantially similar or
improved benefit or benefits from a subsequent employer. For
purposes of this Section 8, the term “target bonus”
means the
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percentage of
the bonus opportunity designated by the bonus plan as the target
amount, and if no such percentage has been so specifically
designated as the target amount then an amount equal to 100% of
Base Salary.
(f)
Good
Reason . Executive
may terminate his employment with the Company under this Agreement
for Good Reason in the manner described in this Section 8(f)
(provided such termination has
not been preceded or accompanied by a termination by the Company
for caus e as described in Section 8(c)), and for the
avoidance of doubt such termination because of Good Reason shall in
no event be considered a voluntary resignation. For purposes
of this Agreement, “Good Reason” shall mean
any of the following
events: (i) Executive’s base salary is decreased below
the then Base Salary level applicable pursuant to Section 6, or
(ii) Executive’s benefits are materially decreased from those
in effect as of the date of this Agreement (other than pursuant to
a general reduction or modification of such benefits generally
applicable to Company’s senior managers), or (iii)
Executive’s title, authority, role or level of
responsibilities as a senior executive are materially reduced or
diminished from those established by Section 3 (or, for purposes of
Section 8(g), Executive’s title, authority, role or level of
responsibilities as a senior executive are materially reduced or
diminished from those in effect immediately prior to the Change of
Control including without
limitation a change in reporting such that Executive is required to
report to someone other than either the Chief Executive Officer or
the Board of Directors of the Company or the Company being acquired
directly or indirectly by another entity in a manner that the
Company is no longer a “reporting company” under the
Securities Exchange Act of 1934 based on its common stock being
publicly traded) without Executive’s written consent,
or (iv) a material adverse
change in Executive’s working conditions as a whole such that
a reasonable person would concur with Executive’s opinion
that such working conditions as a whole have become intolerable,
and the Company’s failure to remedy such working conditions
within 30 days after the Chief Executive Officer or the Board of
Directors of the Company’s receipt of a written notice from
the Executive setting forth in reasonable detail the particulars
which make such working conditions intolerable, or (v) Company
relocates its executive offices from Omaha, Nebraska, or
(vi) Executive is required by Company to relocate his residence
from Baltimore, Maryland. Executive shall be regarded as
having terminated his employment with the Company because of Good
Reason only if he gives written notice of his termination of
employment pursuant to this Section 8(f) within 6 months following
the effective date of the event constituting Good Reason (or, if
later, within 6 months after Executive receives notice from the
Company of the event constituting Good Reason). If Executive’s employment terminates
pursuant to this Section 8(f) without there having been a Change of
Control, Executive shall be entitled to receive the same
compensation and benefits as described in Section 8(e) as if
Executive’s employment had been terminated by the Company
without cause. Section 8(g) shall govern any termination of
this Agreement by Executive for Good Reason following a Change of
Control.
(g)
Change of
Control . If
Executive’s employment with Company is terminated by Company
other than “for cause” as defined in Section 8(c) and
other than because of disability pursuant to Section 8(b), or if
Executive’s employment with Company is terminated by
Executive for Good Reason as defined in Section 8(f) upon or within
two years following a Change of Control as defined herein, then
Executive shall be entitled to receive the Base Salary up through
the effective date of such termination; any bonus earned by
Executive pursuant to Section 7(a) for a calendar year already
completed but not yet paid; and any benefits to which Executive is
entitled
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pursuant to
Sections 7(c) through 7(e) up through the effective date of
termination. In addition, Executive shall be entitled to
receive, within 10 days after the effective date of such
termination without cause upon or following the Change of Control
(or in the next regular semi-monthly pay period following the
effective date of such termination, if later), a lump sum payment
equal to the aggregate of (i) two (2) times the Base Salary
provided for in Section 6 and (ii) two (2) times the target bonus
for the calendar year in which the effective date of termination
occurs. Furthermore, the Company shall reimburse Executive
for twenty-four (24) consecutive months after the effective date of
such termination for payments by the Executive to exercise his
rights under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (COBRA), to continue medical and dental coverages
for Executive and his covered dependents a
