Exhibit 10.31
SECOND ADDENDUM
This Second Addendum amends that certain Employment Agreement dated May
2, 1998 by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and NCO FINANCIAL SYSTEMS, INC., a
Pennsylvania corporation (the "Agreement"),as amended effective January 1, 1999
and this Addendum shall be effective as of July 1, 2003 (the "Effective Date").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. "The Term of the Agreement shall be extended for a period of three (3)
years, terminating on June 30, 2006, subject to any early termination
provisions set forth in the Agreement."
2. Paragraph 8(b) of the Agreement is hereby deleted in its entirety and
shall be replaced by the following:
"If the Employee dies during the Term or any extension thereof, or if
this Agreement is terminated by the Company for any reason other than
the causes set forth in paragraph 7 and 8(a) hereof, the Company shall
continue to pay the Employee's full compensation, including bonuses,
for the balance of the Term. Such compensation shall be paid to the
Employee, or his widow, or, if she not then living, to the Employee's
estate. If the Employee is terminated for any reason set forth in
paragraph 7 or 8(a) hereof, or if the Employee voluntarily terminates
his employment, he shall receive no further compensation except such
amounts as shall have accrued as of the date of termination.
3. Paragraph B of Exhibit "A" of the Agreement is amended by deleting the
text of such paragraph in its entirety and replacing it with the
following:
Annual Bonus: In addition to the Base Salary, so long as Employee
satisfies the duties and obligations of his employment, including
meeting individual annual goals and objectives and Company's overall
performance, Employee shall be entitled to receive an Annual Bonus
determined in a fair and equitable method consistent among similarly
situated executive officers of the Company. Employee's Annual Bonus
shall be in an amount up to seventy five percent (75%) of the Base
Salary. The bonus shall be paid out of a bonus pool of funds
established by the Company's compensation committee based on the
Company's economic performance and other extenuating circumstances, if
any, together with input from the Chief Executive Officer of the
Company. The bonus pool shall be calculated as follows:
Results/Plan Incentive as a Percent of Target
------------ --------------------------------
0
Less than 90%
90% 20%
91% to 100% +8% for each point above 90
100% 100%
100% to 120% +5% for each point from 100 to 120
120% and above 200%
4. In the event any term or condition of this Addendum is inconsistent
with any term or condition of the Agreement, the terms of this Addendum
will control. Except as stated above, all the terms and conditions of
the Agreement, including all restrictions and covenants, shall remain
in full force and effect and are incorporated herein by reference as
though set forth at length.
IN WITNESS WHEREOF, the parties have executed this Addendum to become
effective on the Effective Date.
NCO FINANCIAL SYSTEMS, INC.
By:_________________________ _______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.