Exhibit 10.11
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, made as of
February 23, 2009, by and between ICT GROUP, INC., a
Pennsylvania corporation (hereinafter called
“Company”), and Rachel Macha, an individual
(hereinafter called “Employee”) supersedes all prior
and contemporaneous agreements and understandings, express or
implied, oral or written, including but not limited to the
Employment Agreement dated August 4, 2008 between the Company
and Rachel Macha.
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, Marketing and Planning,
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 her entire working time, energy,
skill and best efforts to the performance of her 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 February 23, 2009 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 $245,000, 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 she 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 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 group health 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 group health 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, state and local
income and payroll taxes that Employee incurs on each monthly
Health Payment (the “Health Gross-up Payment on Covered
Termination”). The Health Payment and the Health Gross-up
Payment on Covered Termination shall be reimbursed to Employee in a
manner that complies with the requirements of Treas. Reg.
§1.409A-3(i)(1)(iv). The COBRA healthcare continuation
coverage period under section 4980B of the Internal Revenue Code of
1986, as amended (the “Code”) shall run concurrently
with the foregoing Severance Period.
(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.
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(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.
(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.
7. Inability. If Employee is
unable to perform the essential functions of her 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.
8. 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:
(i) Employee’s rights under employee benefit plans or
equity plans shall be determined by the terms of those plans; and
(ii) if Employee dies before Company has completed payment of
post termination payments pursuant to Paragraph 6(a), then Company
shall, to the extent still otherwise obligated, continue to pay to
Employee’s estate the remainder of those unpaid post
termination payments. Notwithstanding the foregoing, ICT shall not
be obligated to pay Employee’s estate unpaid post termination
payments if Employee failed to comply with her obligations under
Section 6 prior to her death.
9. 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
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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.
10. Discharge Not for Cause.
Notwithstanding any other provision of this Agreement, Company may
discharge Employee at any time without cause by providing Employee
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. Upon termination of Employee pursuant to this
Paragraph 10, Company shall be obligated to provide Employee with
post-termination 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.
11. 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 rescinded or otherwise
remedied by Company (or a successor thereto) within 30 days after
delivery of such notice, and Employee must terminate employment
with the Company (or a successor thereto) within two (2) years
following the initial occurrence of the event that constitutes Good
Reason.
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(c) The termination of
Employee’s employment with Company pursuant to any portion of
this Paragraph 11 shall not release Employee from Employee’s
obligations and restrictions under Paragraphs 14 and 15 of this
Agreement
12. Termination In Connection
With A Change Of Control. Notwithstanding any provision to the
contrary in Paragraph 6(a) above, if Employee is terminated by
Company pursuant to Paragraph 10 above or if Employee resigns
pursuant to Paragraph 11(b) above within the eighteen
(18) month period following a Change of Control (as defined in
Company’s 2006 Equity Compensation Plan, as in effect on the
date hereof and as it may be amended from time to time, or in any
successor plan of comparable intent) (the “Change of Control
Severance Period”), Company shall pay to Employee a lump sum
severance payment in an amount equal to 1.33 times the severance
payment that Employee would receive under Paragraph 6(a) above had
Employee’s employment been terminated by Company for any
reason other than Cause, less applicable taxes and other deductions
required
