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Title: |
Employment Agreement |
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Date: |
2006 |
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Size: |
Preview shows 7KB of 46KB total |
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Price: |
$40 |
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ID: |
#980962 |
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of March 13, 2006 (the Date of Execution), by and between ICT GROUP, INC., a Pennsylvania corporation (hereinafter called Company), and JOHN J. BRENNAN, an individual (hereinafter called Employee).
W I T N E S S E T H
Employee has served the Company as its Chairman, President and Chief Executive Officer; Company wishes to continue to employ Employee and Employee wishes to continue 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 continues to employ Employee as Chief Executive Officer, and Employee hereby accepts continued employment by Company, for the period of time and upon the terms, conditions and restrictions contained in this Agreement.
2. Duties and Responsibilities.
(a) Employee agrees to assume such duties and responsibilities normally associated with the position specified in Paragraph 1 above, and such additional duties, consistent with Executives position as Chief Executive Officer, as may be assigned to Employee by the Board of Directors of the Company (the Board) from time to time.
(b) During the Employment Period, the Executive shall devote his full business time, skill and efforts to the business of Company. Notwithstanding the foregoing, the Executive may (i) make and manage passive personal business investments of his choice (in the case of publicly-held corporations, not to exceed one percent (1%) of the outstanding voting stock) and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval by the Board, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder and (ii) with the approval of the Board, serve on the boards of directors of other corporations.
3. Term. This Agreement and Employees employment hereunder shall be for a term of three (3) years, commencing on March 13, 2006 and ending on March 12, 2009, unless sooner terminated as hereinafter provided. The Secretary of the Company shall provide the parties with notice of the pending conclusion of the employment term at least two hundred ten (210) days prior to its scheduled termination date. The parties shall negotiate in good faith and in a reasonable business manner during the notice period with a view toward reaching agreement on a new employment agreement for an additional term providing for Employees continued service as Chief Executive Officer, with the Base Salary (as defined below), bonus and equity compensations opportunities in such new agreement to be in the aggregate no less advantageous to Employee as the Base Salary, bonus and equity compensation opportunities afforded Employee under this Agreement as of the close of the current employment term. In the event that, despite reasonable, good faith negotiations, the parties fail to reach agreement on an additional term, Employees employment under this Agreement shall be deemed to terminate due to non-renewal of this Agreement.
4. Compensation and Benefits.
(a) Base Salary.
| (i) | For all of the services rendered by Employee to Company, Employee shall receive a gross annual base salary in the amount equal to $675,000 (effective January 1, 2006), less taxes and other deductions required by law, payable in reasonable periodic installments in accordance with Companys regular payroll practices in effect from time to time. Employees base salary shall be reviewed by Companys Board of Directors annually and may be increased (but not decreased except to the extent that such a decrease is in compensation would not constitute Good Reason as defined in Paragraph 11(i) below); |
| (ii) | with respect to compensation and benefit matters generally (including, but not limited to, matters addressed in Appendix A), the rights and obligations of the Board may be delegated to the Boards Compensation Committee to the extent consistent with the Companys governing instruments, and, in such event, all references in this Agreement to the Board with respect to compensation or benefits matters shall be deemed a reference to the Compensation Committee. |
(b) Bonus Programs. In addition to Employees base salary, Employee shall be eligible and Company shall pay Employee bonuses in accordance with the bonus programs established and maintained by the Company. These bonus programs may be modified by the Board and additional bonus programs may be implemented, provided that any such modifications or additional programs (individually or collectively) shall not result in a reduction in the bonuses, on an annual basis and viewed in the aggregate, for which Employee is eligible
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