Employment Agreement and 2004 Compensation Plan for Nancee R. Berger as COO of West Corporation

Summary

This agreement outlines the 2004 compensation plan for Nancee R. Berger while serving as Chief Operating Officer of West Corporation. It sets a base salary of $500,000, subject to annual review, and details eligibility for performance bonuses based on the company's net income growth. Bonuses are calculated quarterly and annually, with specific thresholds and payment schedules. The agreement also addresses benefit plan participation and conditions for continuation under COBRA if employment ends. Additional discretionary bonuses may be awarded based on company and individual performance. The compensation plan for 2005 will be provided separately.

EX-10.08 6 c83260exv10w08.txt EMPLOYMENT AGREEMENT - NANCEE R. BERGER EXHIBIT 10.08 WEST CORPORATION MEMORANDUM TO: NANCEE BERGER FROM: WSTC COMP. COMMITTEE DATE: DECEMBER 2, 2003 RE: 2004 COMPENSATION PLAN - EXHIBIT A The compensation plan for 2004 while you are employed as Chief Operating Officer for West Corporation is outlined below: 1. Your base salary will be $500,000.00. Should you elect to voluntarily terminate your employment, you will be compensated for your services through the date of your actual termination per your Employment Agreement. This will be reviewed on an annual basis and revised, if necessary in accordance with the consumer price index. 5. Effective January 1, 2004, you will be eligible to receive a performance bonus based on consolidated net income growth for West Corporation in 2004. Net income for each quarter will be compared to the same quarter in the previous year. Each $1M increase of Net Income from $87M to $102.8M will result in a $31,700 bonus. 75% of the quarterly bonus earned will be paid within thirty (30) days from the end of the quarter. 100% of the total bonus earned will be paid within thirty (30) days of the final determination of 2004 Net Income. Should Net Income exceed $102.8M for the year you will eligible to receive $39,600 for every $1M of Net Income above that threshold. Please note that if there is a negative year-to date profit calculation at the end of any quarter this will result in a "loss carry forward" to be applied to the next quarterly or year-to-date calculation. 6. All Net Income objectives are based upon West Corporation operations and will not include net income derived from mergers or acquisitions unless specifically and individually approved by West Corporation's Compensation Committee. 9. The benefit plans, as referenced in Section 7(i), shall include insurance plans based upon eligibility pursuant to the plans. If the insurance plans do not provide for continued participation, the continuation of benefits shall be pursuant to COBRA. In the event Employee's benefits continue pursuant to COBRA and Employee accepts new employment during the consulting term, Employee may continue benefits thereafter to the extent allowed under COBRA. In no event shall benefits plans include the 401K Plan or the 1996 Stock Incentive Plan. INTEROFFICE MEMORANDUM EXHIBIT A - N. BERGER DECEMBER 2, 2003 PAGE TWO 10. At the discretion of management, you may receive an additional bonus based on the Companies' and your individual performance. 6. Your Compensation Plan for the year 2005 will be presented in December, 2004. /s/ Nancee Berger -------------------- EMPLOYEE - NANCEE BERGER