Attached files
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EXCEL - IDEA: XBRL DOCUMENT - SYKES ENTERPRISES INC | Financial_Report.xls |
EX-15 - EX-15 - SYKES ENTERPRISES INC | b85763exv15.htm |
EX-31.2 - EX-31.2 - SYKES ENTERPRISES INC | b85763exv31w2.htm |
EX-32.1 - EX-32.1 - SYKES ENTERPRISES INC | b85763exv32w1.htm |
EX-32.2 - EX-32.2 - SYKES ENTERPRISES INC | b85763exv32w2.htm |
EX-31.1 - EX-31.1 - SYKES ENTERPRISES INC | b85763exv31w1.htm |
10-Q - FORM 10-Q - SYKES ENTERPRISES INC | b85763e10vq.htm |
Exhibit 10.1
SYKES ENTERPRISES, INCORPORATED
FOURTH AMENDED AND RESTATED
2004 NONEMPLOYEE DIRECTOR FEE PLAN
2004 NONEMPLOYEE DIRECTOR FEE PLAN
ARTICLE I. DEFINITIONS
1.1 DEFINITIONS. Whenever the following terms are used in this Plan they shall have the
meanings specified below unless the context clearly indicates to the contrary:
(a) Board: The Board of Directors of the Company.
(b) Common Stock: The Companys Common Stock, par value $.01 per share.
(c) Company: Sykes Enterprises, Incorporated or any successor or successors thereto.
(d) Nonemployee Director: An individual duly elected or chosen as a Director of the Company who is not also an employee of the Company or its subsidiaries.
(e) Plan: The Plan set forth in this instrument as it may, from time to time, be amended.
(f) Share: A fully paid, non-assessable share of Common Stock.
(b) Common Stock: The Companys Common Stock, par value $.01 per share.
(c) Company: Sykes Enterprises, Incorporated or any successor or successors thereto.
(d) Nonemployee Director: An individual duly elected or chosen as a Director of the Company who is not also an employee of the Company or its subsidiaries.
(e) Plan: The Plan set forth in this instrument as it may, from time to time, be amended.
(f) Share: A fully paid, non-assessable share of Common Stock.
ARTICLE II. PURPOSE
The purpose of this Plan is to secure for the Company and its shareholders the benefits of the
incentive inherent in increased ownership of Common Stock of the Company by members of the Board of
Directors of the Company who are not employees of the Company or any of its Subsidiaries, by
providing for the payment of a portion of each Nonemployee Directors compensation in Common Stock.
It is expected that such ownership will further align the interests of such Nonemployee Directors
with the shareholders of the Company, thereby promoting the long-term profits and growth of the
Company, and will encourage such Nonemployee Directors to remain directors of the Company. It is
also expected that the Plan will encourage qualified persons to become directors of the Company.
ARTICLE III. INITIAL GRANT OF SHARES
In consideration of joining the Board, upon the initial election of a Nonemployee Director to
the Board, such Non-employee Director shall receive an award of Shares. The number of Shares shall
be determined by dividing a dollar amount to be determined from time to time by the Board (to be
set at $60,000) by an amount equal to the closing price of the Companys common stock on the
trading day immediately preceding the date the Nonemployee Director is elected, rounded to the
nearest whole number of Shares. The initial grant of Shares shall vest in twelve equal quarterly
installments, one-twelfth on the date of grant and an additional one-twelfth on each of each third
monthly anniversary of the date of grant thereafter. The award shall lapse with respect to all
unvested Shares in the event the Non-employee Director ceases to be a Director of the Company, and
such unvested Shares shall be forfeited.
ARTICLE IV. ANNUAL RETAINER AWARD
In consideration of their services as members of the Board, each Nonemployee Director shall be
entitled to receive an annual retainer award consisting of Shares and cash in such amount as shall
be determined from time to time by the Board (to be set at $95,000, effective as of May 20, 2011).
The number of Shares shall be determined by dividing a dollar amount of the annual retainer to be
determined from time to time by the Board (to be set at $45,000) by an amount equal to the closing
price of the Companys common stock on the date of the Companys annual meeting of shareholders,
rounded to the nearest whole number of Shares. The remainder of the award shall be payable in
cash.
In addition to the annual retainer award described above, any non-employee Chairman of the
Board shall receive an additional annual cash award of $100,000, and each non-employee director
serving on a committee of the Board shall receive an additional annual cash award in the following
amounts:
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POSITION | AMOUNT | |||
Audit Committee |
||||
Chairperson |
$ | 20,000 | ||
Member |
$ | 10,000 | ||
Compensation & Human Resource Development Committee |
||||
Chairperson |
$ | 15,000 | ||
Member |
$ | 7,500 | ||
Finance Committee |
||||
Chairperson |
$ | 12,500 | ||
Member |
$ | 7,500 | ||
Nominating and Corporate Governance Committee |
||||
Chairperson |
$ | 12,500 | ||
Member |
$ | 7,500 |
The total annual equity retainer award for each Non-employee Director provided for in this
Article IV, shall vest in eight equal quarterly installments, one-eighth on the day following the
annual meeting of shareholders and an additional one-eighth on each third monthly anniversary of
such date thereafter. The total annual cash compensation shall vest in four quarterly installments,
one-fourth on the day following the annual meeting of shareholders and an additional one-fourth on
each third monthly anniversary of such date thereafter. The award shall lapse with respect to all
unvested Shares and unpaid cash in the event the Non-employee Director ceases to be a Director of
the Company, and such unvested Shares and cash shall be forfeited.
The provisions of this Article IV for the annual retainer award to Nonemployee Directors shall
not limit the ability of the Board to provide for additional compensation payable to Nonemployee
Directors for services on behalf of the Board over and above those typically expected of Directors.
The Board will determine the cash compensation for any Non-employee director serving on a special
committee of the Board.
ARTICLE V. ADMINISTRATION, AMENDMENT AND TERMINATION
5.1 ADMINISTRATION. The Plan shall be administered by the Board. The Board shall have such
powers as may be necessary to discharge its duties hereunder. The Board may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit, and may from time to
time consult with legal counsel who may be counsel to the Company. All decisions and determinations
by the Board shall be final and binding on all parties.
5.2 AMENDMENT AND TERMINATION. The Board may alter or amend this Plan from time to time or may
terminate it in its entirety; provided, however, that, any amendment which must be approved by the
shareholders of the Company in order to comply with applicable law or the rules of any national
securities exchange or securities listing service upon which the Shares are traded or quoted shall
not be effective unless and until such approval is obtained. Presentation of the Plan or any
amendment thereof for shareholder approval shall not be construed to limit the Companys authority
to offer similar or dissimilar benefits in plans that do not require shareholder approval.
5.3 ADJUSTMENTS. In the event of any change in the outstanding Common Stock by reason of (a)
any stock dividend, stock split, combination of shares, recapitalization or any other change in the
capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out,
split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance
of rights or warrants to purchase securities, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing, the number or kind of Shares that may be issued
under the Plan automatically shall be adjusted so that the proportionate interest of the
Nonemployee
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Directors shall be maintained as before the occurrence of such event. Such adjustment shall be
conclusive and binding for all purposes with respect to the Plan.
5.4 SUCCESSORS. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the
business and/or assets of the Company expressly to assume and to agree to perform this Plan in the
same manner and to the same extent the Company would be required to perform if no such succession
had taken place. This Plan shall be binding upon and inure to the benefit of the Company and any
successor of or to the Company, including without limitation any persons acquiring directly or
indirectly all or substantially all of the business and/or assets of the Company whether by sale,
merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed
the Company for the purpose of this Plan), and the heirs, beneficiaries, executors and
administrators of each Nonemployee Director.
ARTICLE VI. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in this Plan, the total number of Shares of Common Stock
which may be issued under this Plan shall initially be Four Hundred Fifty Thousand (450,000).
Shares may be shares of original issuance or treasury shares or a combination of the foregoing.
ARTICLE VII. GENERAL PROVISIONS
7.1 NO CONTINUING RIGHT TO SERVE AS A DIRECTOR. Neither the adoption or of this Plan, nor any
document describing or referring to this Plan, or any part thereof, shall confer upon any
Nonemployee Director any right to continue as a director of the Company or any subsidiary of the
Company.
7.2 GOVERNING LAW. The provisions of this Plan shall be governed by construed in accordance
with the laws of the State of Florida.
7.3 WITHHOLDING TAXES. To the extent that the Company is required to withhold Federal, state
or local taxes in connection with any component of a Nonemployee Directors compensation in cash or
Shares, and the amounts available to Company for such withholding are insufficient, it shall be a
condition the receipt of any Shares that the Nonemployee Director make arrangements satisfactory to
the Company for the payment of the balance of such taxes required to be withheld, which arrangement
may include relinquishment of the Shares. The Company and a Nonemployee Director may also make
similar arrangements with respect to payment of any other taxes derived from or related to the
payment of Shares with respect to which withholding is not required.
7.4 MISCELLANEOUS. Headings are given to the sections of this Plan as a convenience to facilitate
reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way
material or relevant to the construction of this Plan or any provisions thereof. The use of the
singular shall also include within its meaning the plural, and vice versa.
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