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Exhibit 10.32
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this eighth day of December, 2000, to be
effective
as of December 15, 2000 (the "Effective
Date") by and between NCO Financial
Systems, Inc., a Pennsylvania corporation,
(hereinafter called "Company"), and
Albert Zezulinski, an individual
(hereinafter called "Employee").
W I T N E S S E T H:
WHEREAS, Company wishes to employ Employee and Employee wishes to
be
employed by Company on the terms and
conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises
and
covenants contained herein, intending to be
legally bound hereby, Company and
Employee agree as follows:
1. Definitions. As used herein, the
following terms shall have the meanings set
forth below unless the context otherwise
requires.
"Affiliate" shall mean a person who with
respect to any entity, directly or
indirectly through one or more
intermediaries, controls, or is controlled by, or
is under common control with, such
entity;
"Annual Bonus" shall mean the bonus
payments set forth in Section 5(b), as such
amount may be adjusted from time to
time.
"Base Compensation" shall mean the annual
rate of compensation set forth in
Section 5(a), as such amount may be
adjusted from time to time.
"Board" shall mean the Board of Directors
of Company.
"Business" shall mean the business
conducted by Company on the date of execution
of this Agreement, including without
limitation any business in the collection
and/or management of accounts receivable in
the healthcare area and including
business activities in developmental
stages, business activities which may be
developed by Company, or any Subsidiary or
corporate parent thereof or entity
sharing a common corporate parent with
Company, during the period of Employee's
employment by Company, and all other
business activities which flow from a
reasonable expansion of any of the
foregoing, including any business engaged in
by Company subsequent to the execution of
this Agreement in which Employee
participates.
"Cause" shall mean any one or more of the
following:
(a) if Employee is convicted of a felony
involving fraud, theft or embezzlement
or has entered a plea of nolo contendere
(or similar plea) to a charge of such
an offense; or
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(b) if Employee commits any act of fraud or
deliberate misappropriation relating
to or involving Company; or
(c) habitual intoxication or drug
addiction; or
(d) if Employee commits a material breach
of this Agreement, including failure
to perform the duties hereunder, which
breach effects the business operations of
Company, and which breach is not cured by
Employee after thirty (30) days prior
written notice and opportunity to cure.
"Commencement Date" shall have the meaning
specified in Section 4 hereof.
"Confidential Information" shall have the
meaning specified in Section 14(c)
hereof.
"Customer" shall mean any individual or
entity to whom Company has provided
goods or services and with whom Employee
had, alone or in conjunction with
others, Material Contact during the twelve
(12) months prior to the termination
of employee's employment.
"Disability" shall mean Employee's
inability, for a period of 90 consecutive
days, or more than 180 days in the
aggregate over a consecutive period of
eighteen months, to perform the essential
duties of Employee's position, with or
without any reasonable accommodation
required by law, due to a mental or
physical impairment which substantially
limits one or more major life
activities.
"Material Contact" shall mean that (i)
Employee had business dealings with
Customer on Company's behalf; (ii) Employee
was responsible for supervising or
coordinating the dealings between such
Customer and Company; or (iii) Employee
obtained Confidential Information about
Customer as a result of Employee's
association with employer.
"Potential Customer" shall mean any
individual or entity to whom Company has
actively sought to sell goods or services
within the twelve (12) month period
immediately prior to the termination of
Employee's employment and with whom
Employee had Material Contact on Company's
behalf during that same time period.
"Restricted Area" shall have the meaning
specified in Section 14(a) hereof.
"Restricted Period" shall mean:
(a) For purposes of Section 14(a)(A), from
the date hereof until two (2) years
after Employee's employment with Company is
either terminated by Employee or by
Company for any reason whatsoever;
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(b) For purposes of Section 14(a)(B) and
14(c), from the date hereof until two
(2) year after Employee's employment is
either terminated by Employee or by
Company for any reason whatsoever.
"Subsidiary" shall mean any corporation in
which Company owns directly or
indirectly 50% or more of the Voting Stock
or 50% or more of the equity; or any
other venture in which it owns either 50%
or more of the voting rights or 50% or
more of the equity.
"Term of Employment" shall mean the period
specified in Section 4 hereof as the
same may be modified in accordance with
this Agreement.
2. Employment. Company hereby employs
Employee and Employee hereby accepts
employment by Company for the period and
upon the terms and conditions specified
in this Agreement.
3. Office and Duties.
(a) Employee shall serve as Executive Vice
President and Division Manager of
Company's Healthcare Division (the
"Division"). In such capacity, Employee shall
be responsible for the Division's revenue
attainment, including supervision of
the Division's sales force and perform
sales and marketing services as well
overseeing the Division's operations. As
the Division's Manager, Employee shall
manage the Division's transition to a new
platform. Employee shall also render
such services as are necessary and
desirable to protect and advance the best
interests of Company, acting, in all
instances, under the supervision of the
Chief Executive Officer and Chief Operating
Officer of Company and in accordance
with the policies set by them. In addition,
Employee will render such other
services and perform such other executive
duties for Company and its direct and
indirect wholly owned Subsidiaries and
affiliates as the Chief Executive Officer
of Company may from time to time reasonably
request of Employee. Employee may,
in addition, hold such offices with Company
which may from time to time be
offered to Employee. Employee's authority
shall be subject at all times to the
direction and control of the Chief
Executive Officer and Chief Operating Officer
of Company and to such Officers' discretion
to determine the policies of
Company.
(b) For as long as Employee shall remain an
employee of Company, Employee's
entire working time, energy, skill and best
efforts shall be devoted to the
performance of Employee's duties hereunder
in a manner which will faithfully and
diligently further the business and
interests of Company. Employee may engage in
charitable, civic, fraternal, trade and
professional association activities that
do not interfere with Employee's
obligations to Company, but Employee shall not
be employed by or receive any remuneration
from any other for-profit business
without prior written consent of Company,
which may be withheld for any reason
whatsoever. The foregoing notwithstanding,
Employee shall be permitted to
provide general financial consulting
services to third parties regarding lending
and investment transactions ("Consulting
Services") provided that such
Consulting Services are fully disclosed to
and approved by Company as not being
in conflict with (i) Employee's fiduciary
obligations to Company, and (ii)
Company's business interests, and which
Consulting Services are not deemed to be
a part of Employee's job responsibilities
hereunder and do not interfere with
Employee ability to perform his duties as
the Division's Manager.
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(c) Employee's services will be conducted
at Company's offices in the Fort
Washington, Pennsylvania area and at such
other places as Employee's duties may
require; provided however, that Employee
shall not be required by Company to
relocate his principal residence without
his consent, and shall not be required
to perform services in any location that is
greater than fifty (50) miles from
his principal residence, except in the
course of normal daily business travel.
4. Term. Employee shall be employed by
Company for an initial Term of Employment
of three (3) years (the "Initial Term"),
commencing on the date Effective Date
(the "Commencement Date"), and ending on
December 14, 2003, unless sooner
terminated as hereinafter provided. Unless
either party elects to terminate this
Agreement at the end of the Initial Term by
giving the other party written
notice of such election at least one
hundred twenty (180) days before the
expiration of the Initial Term, the Term of
Employment shall be deemed to have
been extended for an additional term of one
(1) year (the "Additional Term")
commencing on the day after the expiration
of the Initial Term. At any time
during the Additional Term, either party
may terminate this Agreement by giving
the other party written notice of such
election at least one hundred twenty
(180) days prior to such termination.
5. Compensation and Benefits.
(a) For all of the service rendered by
Employee to Company, Employee shall
receive Base Compensation at the gross
annual rate of Two Hundred Fifty Thousand
Dollars ($250,000) payable in installments
in accordance with Company's regular
payroll practices in effect from time to
time.
(b) The Employee shall be entitled to an
annual bonus in an amount up to One
Hundred and Twenty Five Thousand Dollars
($125,000) (the "Bonus") based upon the
attainment of certain financial goals
established by the Company and the
Employee of Company and Employee as
follows: thirty percent (30%) of the Bonus
upon attainment of annual corporate profit
goals, thirty percent (30%) of the
Bonus upon the Division attaining its
annual sales goal and forty percent (40%)
of the Bonus upon attainment of annual
business objectives.
(c) In addition to the foregoing
compensation, Employee shall receive a
commission of Forty percent (40%) of the
fee earned by Company as a result of
Employee providing Consulting Services in
accordance with the provisions of
Section3(b). Attached hereto as Schedule
"A" is a listing of a number of
transactions in which Employee has been
involved and which Company acknowledges
that Employee may continue to work while
employed by Company but in which
transactions Company shall not participate
in the fee earned by Employee.
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6. Fringe Benefits. As an inducement to
Employee to commence employment
hereunder, and in consideration of
Employee's covenants under this Agreement,
Employee shall be entitled to the benefits
set forth below (the "Fringe
Benefits") during the Term of
Employment:
(a) Employee shall be eligible to
participate in any health, life, accident or
disability insurance, sick leave or other
benefit plans or programs made
available to other similarly situated
employees of Company as long as they are
kept in force by Company and provided that
Employee meets the eligibility
requirements and other terms, conditions
and restrictions of the respective
plans and programs.
(b) Employee shall be entitled to a total
of four (4) weeks paid vacation and
personal days during each year, subject to
Company's generally applicable
policies. All vacation and personal days
must be used within the year in which
available and may not be carried over into
subsequent years. Employee shall give
oral or written notice prior to the
commencement of any vacation in excess of
five (5) business days.
(c) Company will reimburse Employee for all
reasonable expenses incurred by
Employee in connection with the performance
of Employee's duties hereunder upon
receipt of documentation therefor in
accordance with Company's regular
reimbursement procedures and practices in
effect from time to time. Payment to
Employee will be made upon presentation of
expense vouchers in such detail as
Company may from time to time require.
(d) Employee shall receive an automobile
leased by Company, at a monthly cost
not to exceed One Thousand Dollars ($1000)
and Company shall pay for insurance
for such automobile as well as all
reasonable expenses related to the operation
of the automobile.
7. Disability. If Employee suffers a
Disability, Company may terminate
Employee's employment relationship with
Company at any time thereafter by giving
Employee ten (10) days written notice of
termination. Thereafter, Company shall
have no obligation to Employee for Base
Compensation, Annual Bonus, Fringe
Benefits or any other form of compensation
or benefit to Employee, except as
otherwise required by law or by benefit
plans provided at Company expense, other
than (a) amounts of Base Compensation
accrued through the date of termination,
(b) a pro rata portion of the Annual Bonus
earned to the date of termination of
employment, to the extent payable
hereunder, and (c) reimbursement of
appropriately documented expenses incurred
by Employee before the termination of
employment, to the extent that Employee
would have been entitled to such
reimbursement but for the termination of
employment.
8. Death. If Employee dies during the Term
of Employment, the Term of Employment
and Employee's employment with Company
shall terminate as of the date of
Employee's death. Company shall have no
obligation to Employee or Employee's
estate for Base Compensation, Annual Bonus,
Fringe Benefits or any other form of
compensation or benefit, except as
otherwise required by law or by benefit plans
provided at Company expense, other than (a)
amounts of Base Compensation that
have accrued through the date of Employee's
death, (b) a pro rata portion of the
Annual Bonus earned to the date of
Employee's death, to the extent payable
hereunder, and (c) reimbursement of
appropriately documented expenses incurred
by Employee before Employee's death, to the
extent that Employee would have been
entitled to such reimbursement but for his
death.
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9. Termination for Cause. Company may
terminate Employee's employment
relationship with Company at any time for
Cause. Upon termination of Employee
under this Section 9, Company shall have no
obligation to Employee for Base
Compensation, Annual Bonus, Fringe Benefits
or other form of compensation or
benefits other than (a) amounts of Base
Compensation accrued through the date of
termination, and (b) reimbursement of
appropriately documented expenses incurred
by Employee before the termination of
employment, to the extent that Employee
would have been entitled to such
reimbursement but for the termination of
employment.
10. Termination without Cause. Company may
terminate Employee's employment
relationship with Company at any time
without Cause. Notwithstanding termination
of Employee' employment under this Section
10, Employee shall continue to be
eligible to receive and Company shall
continue to pay Employee's Base
Compensation in accordance with standard
payroll practices, a pro rata portion
of the Annual Bonus
