Good reason for Mr. Zingales termination of the agreement is defined in the agreement as:
(i) the Companys breach of the employment agreement, (ii) a material adverse change in working conditions, duties or status, (iii) a significant geographic relocation of Mr. Zingales principal office, or (iv) a
change in reporting such that Mr. Zingale is required to report to someone other than the CEO.
The agreement provides that if Mr. Zingales
employment is terminated by the Company due to his death, disability or for cause, or voluntarily by Mr. Zingale other than for good reason, then the Company will have no obligation to pay him any salary, bonus or other benefits other than
those payable through the date of termination.
The agreement provides that Mr. Zingale may not solicit any of the Companys employees or compete directly
or indirectly with the Company during the term of the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during the term of the agreement. The agreement contains customary
confidentiality provisions.
James T. Holder. The Company and Mr. Holder are
parties to an amended and restated employment agreement, dated December 29, 2008, the material terms and conditions of which are summarized below. The employment agreement provides that Mr. Holder will serve as an executive of the Company.
Mr. Holder serves as Chief Legal Officer and Corporate Secretary. The agreement will continue until terminated by one of the parties. Under the agreement, Mr. Holders annual base salary was originally set at $270,000, subject to
increase at the Companys discretion.
Most recently, upon the recommendation of the Compensation Committee, the Board of Directors increased
Mr. Holders annual base salary to $385,000, effective as of May 24, 2019. He also is entitled to participate in a performance-based bonus plan based upon the achievement of such goals as may be determined by the Compensation
Committee and to standard executive fringe benefits.
If employment is terminated by the Company for any reason other than death, disability, or cause (as defined
in the agreement), the Company is required to pay Mr. Holder an amount equal to his weekly base salary for 52 weeks after the termination of employment. Except as provided below, the foregoing amount is to be paid biweekly in equal
installments over 52 weeks, commencing immediately upon his separation from service. If Mr. Holder is determined to be a specified employee on the date of his separation from service (each as defined in
Section 409(A) of the Internal Revenue Code and applicable regulations), to the extent that he is entitled to receive any benefit or payment upon such separation from
service under the employment agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the
date of his separation from service, such benefits or payments will not be provided or paid to him on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first
business day after the date that is six months after the date of his separation from service (or, if earlier, within 15 days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after
the date that is six months after the date of his separation from service will be paid or provided or paid in accordance with the payment schedule described above.
The agreement also provides that if Mr. Holders employment is terminated by the Company due to his death, disability or cause, or voluntarily by
Mr. Holder, then the Company will have no obligation to pay him any salary, bonus or other benefits other than those payable through the date of termination.
The agreement provides that Mr. Holder may not solicit any of the Companys employees or compete directly or indirectly with the Company during the term of
the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during the term of the agreement. The agreement contains customary confidentiality provisions.
David L. Pearson. The Company and Mr. Pearson are parties to an amended and restated
employment agreement, dated December 29, 2008, the material terms and conditions of which are summarized below. The employment agreement replaced the employment agreement between the Company and Mr. Pearson dated as of September 13,
2005.
The employment agreement provides that Mr. Pearson will serve as an executive of the Company. Mr. Pearson currently serves as Chief
Information Officer. The agreement will continue until terminated by one of the parties. Under the agreement, Mr. Pearsons annual base salary is to be not less than $254,100, and he is entitled to (i) participate in a
performance-based bonus program, (ii) annual grants under the Companys long-term incentive plan, and (iii) standard fringe benefits provided to other executive officers. Most recently, upon the recommendation of the Compensation
Committee, the Board of Directors increased Mr. Pearsons annual base salary to $352,500, effective as of May 24, 2019.
If the agreement is
terminated by the Company for any reason other than death, disability, or cause (as defined in the agreement), the Company is required to pay Mr. Pearson an amount equal to his annual base salary. Except as provided below, the foregoing amounts
are to
SYKES
ENTERPRISES, INCORPORATED ï 2020 Proxy Statement 47