WEST CORP - FORM 10-K - EX-10.45 - EXHIBIT A DATED FEBRUARY 21, 2011 TO THE EMPLOYMENT AGREEMENT

Attached files

file	filename
10-K - FORM 10-K - WEST CORP	d10k.htm
EX-31.01 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 7241 - WEST CORP	dex3101.htm
EX-31.02 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 7241 - WEST CORP	dex3102.htm
EX-10.30 - AMENDMENT NUMBER ONE TO WEST CORPORATION'S 2006 EXECUTIVE INCENTIVE PLAN - WEST CORP	dex1030.htm
EX-10.07 - EXHIBIT A DATED FEBRUARY 21, 2011, TO THE EMPLOYMENT AGREEMENT - WEST CORP	dex1007.htm
EX-10.44 - EXHIBIT A DATED FEBRUARY 21, 2011 TO THE EMPLOYMENT AGREEMENT - WEST CORP	dex1044.htm
EX-32.02 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 - WEST CORP	dex3202.htm
EX-10.50 - RESTRUCTURING AGREEMENT DATED AS OF DECEMBER 21, 2010 - WEST CORP	dex1050.htm
EX-10.43 - EXHIBIT A DATED FEBRUARY 21, 2011 TO THE EMPLOYMENT AGREEMENT - WEST CORP	dex1043.htm
EX-21.01 - SUBSIDIARIES - WEST CORP	dex2101.htm
EX-32.01 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 - WEST CORP	dex3201.htm
EX-10.46 - EXHIBIT A DATED FEBRUARY 21, 2011 TO THE EMPLOYMENT AGREEMENT - WEST CORP	dex1046.htm

Exhibit 10.45

LOGO


To:		Nancee R. Berger
From:		West Corporation Compensation Committee
Date:		February 21, 2011

Re:		Exhibit A

This Exhibit A for 2011 is entered into pursuant to your Employment Agreement.

1.	Your base salary will be $600,000.

Effective January 1, 2011, you will be eligible to receive a bonus based upon West Corporation’s consolidated EBITDA for the year. Your bonus shall be earned in three tranches. Tranche 1 will be earned if 2011 consolidated EBITDA is equal to 2010 consolidated EBITDA. Tranche 2 will be earned if 2011 consolidated EBITDA is greater than 2010 consolidated EBITDA but equal to or less than $670 million. Tranche 3 will be earned if 2011 consolidated EBITDA is greater than $670 million. The bonus calculation for each tranche is outlined below.


		Bonus / Millions
Tranche 1		$1,104
Tranche 2		$19,616
Tranche 3		$33,019

A maximum of 75% of the pro-rata portion of the Bonus earned for Tranches 1 and 2 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, 2012. 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 2011 (in the absence of advances) based on the performance during 2011 (or, in the case of your termination, based on the performance during 2011 and the projection for performance for the balance of 2011 as of your termination date), 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 and or salary payable in subsequent periods, or (ii) be required to be paid back to the company upon such request.

All objectives are based on West Corporation’s consolidated operations and will not include EBITDA for mergers, acquisitions or joint ventures, unless specifically and individually approved by West Corporation’s Compensation Committee.

3.	At the discretion of the Compensation Committee, you may receive an additional bonus based on the Company’s and your individual performance.


/s/ Nancee R. Berger
Employee – Nancee R. Berger

Attached files

WEST CORP Reports

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