Board of Directors Service and Compensation Agreement between SITEL Worldwide Corporation and Patrick W. Tolbert
This agreement outlines the terms of Patrick W. Tolbert’s service as a member of the Board of Directors of SITEL Worldwide Corporation, including his compensation, reimbursement of expenses, and indemnification rights. The agreement specifies quarterly and meeting fees, initially paid partly in cash and stock, later amended to cash only, and details Tolbert’s removal from the Audit Committee upon his appointment as CFO. It also provides for indemnification under Delaware law and requires Tolbert to sign to accept the terms. The agreement was amended in 2010 and 2011 to reflect changes in roles and compensation.
Exhibit 10.10
| DAVID E. GARNER CEO & PRESIDENT | ||
June 5, 2007
Mr. Patrick W. Tolbert
12 Wicklow Drive
Hilton Head, SC 29928
Dear Pat:
On behalf of the Board of Directors, and the thousands of associates at ClientLogic, I want to welcome you as a member of our Board and its Audit Committee. It is our hope that you will find your experience with us both professionally rewarding and personally enjoyable.
We believe that you can make a significant contribution towards helping ClientLogic achieve its goals. Consequently, as approved by the Board, effective from and after May 7, 2007, the compensation payable to you for your sendees as a Director and Chairman of the Audit Committee shall include the following:
| 1. | A quarterly service fee of Sixteen Thousand Two Hundred Fifty Dollars ($16,250) payable on the first business day of each calendar quarter of your tenure for your service as a Board member, payable 50% in cash and 50% in stock. |
| 2. | A meeting fee of Fifteen Thousand Dollars ($ 15,000) per quarter regardless of the number of meetings held, payable 50% in cash and 50% in stock. We estimate that there will be a minimum of one (1) Board meeting each quarter, although circumstances may occasionally dictate the need for more. |
| 3. | A quarterly service fee of Three Thousand Seven Hundred Fifty Dollars ($3,750) payable on the first business day of each calendar quarter of your tenure for your service as Chairman of the Audit Committee. |
| 4. | Reimbursement of all reasonable expenses associated with your attendance at Board and Audit Committee meetings in accordance with ClientLogic’s published expense policies. |
| 5. | The Company will indemnify you to the fullest extent allowed under the Delaware General Corporation Law, as amended from time to time (the “DGCL”), if you were a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that you are or were a director of the Company or while a director of the Company, you are or were serving at the request of the Company as a director, officer, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity. This indemnification right includes the right to be paid by the company expenses (including attorney’s fees) incurred in defending any such action, suit or proceeding in advance of its final disposition to the maximum extent permitted under the DGCL. |
Two American Center, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203
+ ###-###-#### T | + ###-###-#### F | www.sitel.com
If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, you may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, you will also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the DGCL, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board of Directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, you is permissible in the circumstances nor an actual determination by the Company (including the Board of Directors or any committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.
In the event of your death, this indemnification right shall inure to the benefit of your heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which you may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise.
| 6. | The other terms and conditions of Board membership are as stated in the Company’s Certificate of Incorporation and Bylaws. |
We look forward to your service with the Company. If you are in agreement with these terms, would you please sign below and return a copy of the letter to me.
| Sincerely, | ||
| /s/ David Garner | ||
| on behalf of the Board of Directors | ||
| Agreed to: | ||
| /s/ Patrick Tolbert | ||
| Patrick W. Tolbert | ||
2
October 25, 2010
Mr. Patrick W. Tolbert
9820 N. Easy Street
Hayden, Idaho 83835
Dear Pat:
On behalf of the Board of Directors (“Board”) of SITEL Worldwide Corporation (“Sitel” or the “Company”), we want to thank you for your continued service as a Board member and the acceptance of anew role as our Global Chief Financial Officer.
This letter amends the terms of your Board service as outlined in the letter agreement dated June 5, 2007 (the “Director Agreement”). The compensation payable to you for your service on the Board shall consist of the following:
| 1. | A quarterly service fee of Sixteen Thousand Two Hundred Fifty Dollars ($16,250.00) payable on the first business day of each calendar quarter of your tenure for your services as a Board Member, payable 50% in cash and 50% in share of the Company’s Class A common stock (“Stock”). |
| 2. | A meeting fee of Fifteen Thousand Dollars ($15,000) per quarter regardless of the number of meetings held, payable 50% in cash and 50% in Stock. |
Paragraph 3 of your Director Agreement (quarterly service fee for service as Chair of the Audit Committee) is hereby deleted given that you have stepped down from the Audit Committee upon being appointed the Company’s global Chief Financial Officer. All remaining terms set out in your Director Agreement shall remain the same.
We look forward to your continued service on the Board. If you are in agreement with these terms, please sign below and return a copy of the letter to me.
| Sincerely, | ||
| /s/ David Garner | ||
| David E. Garner, Chairman | ||
| Agreed to: | ||
| /s/ Patrick Tolbert | ||
| Patrick W. Tolbert | ||
Two American Center, 3102 West End Avenue, Suite 1000 Nashville, Tennessee 37203
+ ###-###-#### T | + ###-###-#### F | www.sitel.com
March 7, 2011
Mr. Patrick W. Tolbert
7566 East Gem Shores Road
Hayden Lake, Idaho 83835
Dear Pat:
On behalf of the Board of Directors (“Board”) of SITEL Worldwide Corporation (“Sitel” or the “Company”), we want to thank you for your continued service as a Board member while also serving as Global Chief Executive Officer.
This letter supersedes the terms of your Board service as outlined in the letter agreement dated June 5, 2007 (the “Director Agreement”) and the amendment dated October 25, 2010 (“Amendment No. 1”). Effective, January 1, 2011, your Board compensation shall include the following:
| 1. | A quarterly service fee of Eight Thousand One Hundred Twenty Five dollars ($8,125.00) payable on the first business day of each calendar quarter of your tenure for your services as a Board Member, payable in cash. |
| 2. | A meeting fee of Fifteen Thousand Dollars ($15,000) per quarter regardless of the number of meetings held, payable in cash. |
| 3. | Reimbursement of all reasonable expenses associated with your attendance at Board meetings in accordance with Sitel published expense policies. |
| 4. | The Company will indemnify you to the fullest extent allowed under the Delaware General Corporation Law, as amended form time to time (the “DGCL”), if you were a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that you are or were a director of the Company or while a director of the Company, you are or were serving at the request of the Company as a director, officer, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity. This indemnification right includes the right to be paid by the Company expenses (including attorney’s fees) incurred in defending any such action, suit or proceeding in advance of its final disposition to the maximum extent permitted under the DGCL. |
Two American Center, 3102 West End Avenue, Suite 1000 Nashville, Tennessee 37203
+ ###-###-#### T | + ###-###-#### F | www.sitel.com
If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, you may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, you will also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the DGCL, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board of Directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, you is permissible in the circumstances nor an actual determination by the Company (including the Board of Directors or any committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.
In the event of your death, this indemnification right shall inure to the benefit of your heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which you may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.
| 5. | The other terms and conditions of Board membership are as stated in the Company’s Certificate of Incorporation and Bylaws. |
We look forward to your continued service with the Company. If you are in agreement with these terms, would you please sign below and return a copy to me.
| Sincerely, | Agreed to: | |||||
| /s/ David Garner | /s/ Patrick Tolbert | |||||
| David Garner | Patrick W. Tolbert | |||||
| Chief Executive Officer | ||||||
