2012 Compensation Exhibit A between West Corporation and Todd Strubbe
This agreement outlines the 2012 compensation terms for Todd Strubbe with West Corporation. It sets a base salary of $500,000 and details a bonus structure based on the Unified Communications segment's net operating income, with specific rates and provisions for quarterly advances and loss carry forwards. An additional $100,000 bonus is available if the company meets its 2012 adjusted EBITDA guidance. All objectives exclude non-operating income unless approved by the Compensation Committee, which also has discretion to award further bonuses based on company and individual performance.
Exhibit 10.45
| To: | Todd Strubbe | |
| From: | West Corporation Compensation Committee | |
| Date: | February 14, 2012 | |
| Re: | Exhibit A | |
This Exhibit A for 2012 is entered into pursuant to your Employment Agreement:
| 1. | Your base salary will be $500,000. |
| 2. | Effective January 1, 2012, you will be eligible to receive a bonus based on achieving the Unified Communications segment Net Operating Income before corporate allocations and before amortization at the rates outlined below. |
| Net Operating Income Before Corporate Allocations and Before Amortization | Rate | |||
| $0 - $427,000,000 | 0.1171 | % | ||
| Over $427,000,000 | 1.0 | % | ||
A maximum of 75% of the estimated pro-rata portion of the bonus may be advanced quarterly. If any portion of the bonus is advanced, it will be paid within thirty (30) days from the end of the quarter. 100% of the total bonus earned will be paid no later than February 28, 2013. In the event there is a negative calculation at the end of any quarter and a pro-rata portion of the bonus has been advanced in a previous quarter, “loss carry forward” will result and be applied to the next quarterly or year-to-date be calculation. In the event that at end of the year, or upon your termination if earlier, the aggregate amount of the bonus which has been advanced exceeds the amount of bonus that otherwise would have been earned and payable for 2012 (in the absence of advances) based on the performance during 2012 (or, in the case of your termination, based on the performance during 2012 and the projection for performance for the balance of 2012 as of your termination date pursuant to your Employment Agreement), then the amount of such excess may, in the discretion of the Compensation Committee, either (i) result in a “loss carry forward” which shall be applied to the next quarterly or year-to-date calculation of bonuses, salary, severance, consulting fees and/or other amounts payable in subsequent periods, or (ii) be required to be paid back to the company upon such request.
| 3. | In addition, if West Corporation achieves its 2012 publicly stated adjusted EBITDA guidance, you will be eligible to receive an additional one-time bonus of $100,000. This bonus is not to be combined or netted together with any other bonus set forth in this agreement. |
| 4. | All objectives are based upon the West Corporation and the Unified Communications segment operations, and will not include income derived from mergers, acquisitions, joint ventures, stock buy backs or other non-operating income unless specifically and individually approved by West Corporation’s Compensation Committee. |
| 5. | At the discretion of the Compensation Committee, you may receive an additional bonus based on the Company’s and your individual performance. |
| /s/ Todd B. Strubbe |
| Employee – Todd B. Strubbe |
