WEST CORP - FORM 10-K - EX-10.45 - February 19, 2015

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EX-4.03 - EX-4.03 - WEST CORPd828350dex403.htm
EX-10.54 - EX-10.54 - WEST CORPd828350dex1054.htm
EX-31.01 - EX-31.01 - WEST CORPd828350dex3101.htm
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EX-10.47 - EX-10.47 - WEST CORPd828350dex1047.htm
EX-10.56 - EX-10.56 - WEST CORPd828350dex1056.htm
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EX-10.43 - EX-10.43 - WEST CORPd828350dex1043.htm
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10-K - 10-K - WEST CORPd828350d10k.htm

Exhibit 10.45

 

LOGO

 

To:    Tom Barker
From:    West Corporation Compensation Committee
Date:    February 18, 2015
Re:    Exhibit A

 

This Exhibit A for 2015 is pursuant to your Employment Agreement and should apply as Chief Executive Officer for West Corporation.

 

  1. Your base salary for 2015 is $1,000,000.

 

  2. Effective January 1, 2015, you will be eligible to receive a bonus based upon West Corporation’s publicly reported consolidated Adjusted EBITDA (“Adjusted EBITDA”). Your bonus will be made up of three tranches:

 

  •   “Tranche 1” will be based on achievement of Adjusted EBITDA up to $668,300,000 and will be earned pro-rata for each dollar of 2015 Adjusted EBITDA up to $668,300,000.

 

  •   “Tranche 2” will be based on achievement of Adjusted EBITDA in excess of $668,300,000 and will be earned pro-rata for each dollar of 2015 Adjusted EBITDA greater than $668,300,000 and less than $691,200,000.

 

  •   “Tranche 3” will be based on achievement of Adjusted EBITDA in excess of $691,200,000.

The bonus calculations for Tranches 1, 2 and 3 are as follows:

 

     Bonus / Million of 2015 Adjusted
EBITDA		  

Tranche 1

    $ 1,247   

Tranche 2

    $ 36,390   

Tranche 3

    $ 70,621   

 

  3.

A maximum of 75% of the estimated pro-rata portion of your Tranche 1 and Tranche 2 bonuses may be advanced quarterly. If any portion of the bonuses is advanced, it will be paid within thirty (30) days from the end of the quarter. 100% of the total bonuses earned will be paid no later than February 28, 2016. In the event there is a negative calculation at the end of any quarter and a pro-rata portion of any bonus has been advanced in a previous quarter, a “loss carry forward” will result and be applied to the next quarterly or

  year-to-date calculation. In the event that at the end of the year, or upon your termination if earlier, the aggregate amount of the bonuses which have been advanced exceeds the amount of bonus that otherwise would have been payable for 2015 (in the absence of advances) based on the performance during 2015 (or, in the case of your termination, based on the performance during 2015 and the projection for performance for the balance of 2015 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 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.

 

  4. All objectives are based on West Corporation’s and its affiliates’ consolidated operations. Revenue and Adjusted EBITDA arising from mergers, acquisitions and joint ventures may be included in your bonus calculations on a case by case basis, as determined by the 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/ Tom Barker
Employee – Tom Barker

WEST CORP Reports