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EXHIBIT 99.1
EMPLOYMENT
AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. THIS
AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES
THAT YOU ARE REQUIRED TO OBSERVE AS AN EXECUTIVE EXPOSED TO HIGHLY
SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION. CONSULT WITH YOUR
LEGAL COUNSEL IF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT ARE
NOT FULLY UNDERSTOOD BY YOU.
THIS AGREEMENT is made as of the 2
nd day of January , 20 07 , by and
between SYKES ENTERPRISES, INCORPORATED, a Florida corporation (the
"Company"), and James Hobby, Jr. (the
"Executive").
W I T N E S S E T H :
WHEREAS, the Company desires to assure itself of
the Executive’s continued employment in an executive
capacity; and
WHEREAS, the Executive desires to be employed by
the Company on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements of the parties contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto covenant and agree
as follows:
1. EMPLOYMENT AND
DUTIES. Subject to the terms and conditions
of this Agreement, the Company shall employ the Executive during
the Term (as hereinafter defined) in such management capacities as
may be designated from time to time by the Company’s Chief
Executive Officer and/or the Chief Executive Officer’s
designee. The Executive accepts such employment and agrees to
devote his/her best efforts and entire business time, skill, labor,
and attention to the performance of such duties. The Executive
agrees to promptly provide a description of any other commercial
duties or pursuits engaged in by the Executive to the
Company’s Chief Executive Officer. If the Company’s
Chief Executive Officer determines in good faith that such
activities conflict with the Executive’s performance of
his/her duties hereunder, the Chief Executive Officer shall notify
Executive within thirty (30) days and the Executive shall promptly
cease such activities to the extent as directed by the Chief
Executive Officer. If the Chief Executive Officer does not provide
such notice, Executive shall be free to engage in such commercial
duties or pursuits. It is acknowledged and agreed that such
description shall be made regarding any such activities in which
the Executive owns more than 5% of the ownership of the
organization or which may be in violation of Section 5 hereof, and
that the failure of the Executive to provide any such description
shall enable the Company to terminate the Executive for Cause (as
provided in Section 6(c) hereof). The Company agrees to hold any
such information provided by the Executive confidential and not
disclose the same to
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any person other than a person to whom disclosure
is reasonably necessary or appropriate in light of the
circumstances. In addition, the Executive agrees to serve without
additional compensation if elected or appointed to any office or
position, including as a director, of the Company or any subsidiary
or affiliate of the Company; provided, however, that the Executive
shall be entitled to receive such benefits and additional
compensation, if any, that is paid to executive officers of the
Company in connection with such service.
2. TERM.
Subject to the terms and conditions of this
Agreement, including, but not limited to, the provisions for
termination set forth in Section 6 hereof, the employment of the
Executive under this Agreement shall commence on the effective date
hereof and shall continue until terminated as provided herein (such
term shall herein be defined as the "Term"). The Executive agrees
that some portions of this Agreement, including the Sections
entitled "Confidential Information," "Covenant Not-To-Compete And
No Solicitation," "Termination," and "Arbitration of Disputes,"
will remain in force after the termination of this
Agreement.
3.
COMPENSATION.
(a) Base
Salary and Bonus. As compensation for the Executive’s
services under this Agreement, the Executive shall receive and the
Company shall pay a weekly base salary set forth on Exhibit "A".
Such base salary may be increased but not decreased during the Term
in the Company’s discretion based upon the Executive’s
performance and any other factors the Company deems relevant. Such
base salary shall be payable in accordance with the policy then
prevailing for the Company’s executives. In addition to such
base salary, the Executive shall be entitled during the Term to a
performance bonus and shall be eligible to participate in and
receive payments or awards from all other bonus and other incentive
compensation, stock option and restricted stock plans as may be
adopted by the Company, all as determined by the Compensation
Committee of the Board of Directors in its sole
discretion.
(b) Payments.
All amounts paid pursuant to this Agreement shall be subject to
withholding or deduction by reason of the Federal Insurance
Contribution Act, federal income tax, state and local income tax,
if any, and comparable laws and regulations.
(c) Other
Benefits. The Executive shall be reimbursed by the Company for all
reasonable and customary travel and other business expenses
incurred by the Executive in the performance of the
Executive’s duties hereunder in accordance with the
Company’s standard policy regarding expense verification
practices. The Executive shall be entitled to that number of weeks
paid vacation per year that is available to other executive
officers of the Company in accordance with the Company’s
standard policy regarding vacations and such other fringe benefits
as may be set forth on Exhibit "A" and shall be eligible to
participate in such pension, life insurance, health insurance,
disability insurance, and other executive benefits plans, if any,
which the Company may from time to time make available to its
executive officers generally.
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4. CONFIDENTIAL
INFORMATION.
(a) The
Executive has acquired and will acquire information and knowledge
respecting the intimate and confidential affairs of the Company,
including, without limitation, confidential information with
respect to the Company’s technical data, research and
development projects, methods, products, software, financial data,
business plans, financial plans, customer lists, business
methodology, processes, production methods and techniques,
promotional materials and information, and other similar matters
treated by the Company as confidential (the "Confidential
Information"). Accordingly, the Executive covenants and agrees that
during the Executive’s employment by the Company (whether
during the Term hereof or otherwise) and thereafter, the Executive
shall not, without the prior written consent of the Company,
disclose to any person, other than a person to whom disclosure is
reasonably necessary or appropriate in connection with the
performance by the Executive of the Executive’s duties
hereunder, any Confidential Information obtained by the Executive
while in the employ of the Company.
(b) The
Executive agrees that all memoranda; notes; records; papers or
other documents; computer disks; computer, video or audio tapes;
CD-ROMs; all other media and all copies thereof relating to the
Company’s operations or business, some of which may be
prepared by the Executive; and all objects associated therewith in
any way obtained by the Executive shall be the Company’s
property. This shall include, but is not limited to, documents;
computer disks; computer, video and audio tapes; CD-ROMs; all other
media and objects concerning any technical data, methods, products,
software, research and development projects, financial data,
financial plans, business plans, customer lists, contracts, price
lists, manuals, mailing lists, advertising materials; and all other
materials and records of any kind that may be in the
Executive’s possession or under the Executive’s
control. The Executive shall not, except for the Company’s
use, copy or duplicate any of the aforementioned documents or
objects, nor remove them from the Company’s facilities, nor
use any information concerning them except for the Company’s
benefit, either during the Executive’s employment or
thereafter. The Executive covenants and agrees that the Executive
will deliver all of the aforementioned documents and objects, if
any, that may be in the Executive’s possession to the Company
upon termination of the Executive’s employment, or at any
other time at the Company’s request.
(c) In any
action to enforce or challenge these Confidential Information
provisions, the prevailing party is entitled to recover its
attorney’s fees and costs.
5. COVENANT NOT-TO-COMPETE
AND NO SOLICITATION. Executive recognizes
that the Company is in the business of employing individuals to
provide specialized and technical services to the Company’s
Clients. The purpose of these Covenant Not-to-Compete and No
Solicitation provisions are to protect the relationship which
exists between the Company and its Clients while Executive is
employed and after Executive leaves the employ of the Company. The
consideration for these Covenant Not-to-Compete and No Solicitation
provisions is the Executive’s employment with the
Company.
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(a) Executive
acknowledges the following:
(1) The
Company expended considerable resources in obtaining contracts with
its Clients;
(2) The
Company expended considerable resources to recruit and hire
employees who could perform services for its Clients;
(3) Through
his/her employ with the Company, Executive will develop a
substantial relationship with the Company’s existing or
potential Clients, including, but not limited to, being the sole or
primary contact between the Client and the Company;
(4) Executive
will be exposed to valuable confidential business information about
the Company, its Clients, and the Company’s relationship with
its Clients;
(5) By
providing services on behalf of the Company, Executive will develop
and enhance the valuable business relationship between the Company
and its Clients;
(6) The
relationship between the Company and its Clients depends on the
quality and quantity of the services Executive performs;
(7) Through
employment with the Company, Executive will increase his/her
opportunity to work directly for the Clients or for a competitor of
the Company; and
(8) The
Company will suffer irreparable harm if Executive breaches these
Covenant Not-to-Compete and No Solicitation provisions of this
Agreement.
(b) Executive
agrees that:
(1) The
relationship between the Company and its Clients (developed and
enhanced when the Executive performs services on behalf of the
Company) is a legitimate business interest for the Company to
protect;
(2) The
Company’s legitimate business interest is protected by the
existence and enforcement of these Covenant Not-to-Compete and No
Solicitation provisions;
(3) The
business relationship which is created or exists between the
Company and its Client, or the goodwill resulting from it, is a
business asset of the Company and not the Executive; and
(4) Executive
will not seek to take advantage of opportunities which result from
his/her employment with the Company and that entering into
the
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Agreement containing Covenant
Not-to-Compete and No Solicitation provisions is reasonable to
protect the Company’s business relationship with its
Clients.
(c) Restrictions on Executive. During the Term of this Agreement
and for the greater of one (1) year or such other period during
which Executive may receive Liquidated Damages hereunder, after the
termination of this Agreement, for whatever reason, whether such
termination was by the Company or the Executive, voluntarily or
involuntarily, and whether with or without cause, Executive agrees
that he/she shall not, as a principal, employer, stockholder,
partner, agent, consultant, independent contractor, employee, or in
any other individual or representative capacity:
(1) Directly
or indirectly engage in, continue in, or carry on the business of
the Company or any business substantially similar thereto,
including owning or controlling any financial interest in any
corporation, partnership, firm, or other form of business
organization which competes with or is engaged in or carries on any
aspect of such business or any business substantially similar
thereto;
(2) Consult
with, advise, or assist in any way, whether or not for
consideration of any kind, any corporation, partnership, firm, or
other
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