Attached files
file | filename |
---|---|
10-Q - FORM 10-Q - WEST CORP | d10q.htm |
EX-10.03 - AGREEMENT OF RESIGNATION - WEST CORP | dex1003.htm |
EX-10.02 - AGREEMENT OF RESIGNATION - WEST CORP | dex1002.htm |
EX-31.02 - SECTION 302 CFO CERTIFICATION - WEST CORP | dex3102.htm |
EX-31.01 - SECTION 302 CEO CERTIFICATION - WEST CORP | dex3101.htm |
EX-10.01 - FORM OF INDEMNIFICATION AGREEMENT - WEST CORP | dex1001.htm |
EX-32.02 - SECTION 906 CFO CERTIFICATION - WEST CORP | dex3202.htm |
EX-32.01 - SECTION 906 CEO CERTIFICATION - WEST CORP | dex3201.htm |
Exhibit 10.04
AMENDMENT NUMBER ONE
TO THE
WEST CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN
(as amended and restated effective January 1, 2008)
WHEREAS, West Corporation, a Delaware corporation (the Company), has heretofore adopted and maintains a nonqualified deferred compensation plan known as the West Corporation Nonqualified Deferred Compensation Plan, as amended and restated effective January 1, 2008 (the Plan);
WHEREAS, the Company has reserved the power to amend the Plan in certain respects; and
WHEREAS, the Board of Directors of the Company has authorized the amendment of the Plan to specify the methods for participants in the Plan to provide for the payment of the applicable tax withholding amounts due in connections with distributions.
NOW THEREFORE, pursuant to the power of amendment contained in Article VIII of the Plan, the Plan is hereby amended as follows:
1. Effective May 1, 2010, Article VI of the Plan is hereby amended by adding the following new Section 6.6 at the end thereof:
6.6 Taxes. All distributions hereunder shall be subject to applicable withholding of federal, state and local income, employment and other taxes as determined by the Administrator, and the Employer shall have the right to require, prior to making any such distribution, payment by the Participant of the amounts required to be withheld or paid in connection with such distribution. The Participant may satisfy any such withholding obligation by either (or a combination) of the following means: (a) making a cash payment to the Employer, and/or
(b) authorizing the Company to withhold cash from any cash distribution to the Participant under the Plan or, to the extent such cash distribution is insufficient to satisfy such withholding obligation, to withhold Equity Strips which would otherwise be delivered to Participant having an aggregate fair market value (as determined by the Administrator by whatever means or method as the Administrator, in the good faith exercise of its discretion, shall at such time deem appropriate), determined as of the date the obligation to withhold or pay taxes arises in connection with the applicable distribution, equal to the amount necessary to satisfy any such obligation. If benefits credited to a Participant under the Plan are subject to withholding taxes prior to the date on which such benefits are distributed, the Employer shall either withhold such taxes from other compensation payable to the Participant or reduce the Participants Plan benefit by the amount of such withholding taxes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized agent on this 30th day of April, 2010.
WEST CORPORATION | ||
By: | /s/ Thomas B. Barker | |
Name: | Thomas B. Barker | |
Title: | Chairman and Chief Executive Officer |
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