UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2006
Sykes Enterprises, Incorporated
(Exact name of registrant as specified in its charter)
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Florida
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0-28274
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56-1383460
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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400 N. Ashley Drive, Tampa, Florida
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33602
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(813) 274-1000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
2007-2009 Equity Compensation Awards to Executive Officers
On December 21, 2006, the Compensation Committee of the Registrant approved awards of
performance and tenure based restricted shares and stock appreciation rights under the Registrants
2001 Equity Incentive Plan (the Plan), to certain executive officers as set forth below.
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Performance
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Restricted
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Annual
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Share
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SARs
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Name
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Title
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Compensation
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Percentage
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Percentage
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Charles Sykes
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President & Chief Executive Officer
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$
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500,000
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133
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%
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67
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%
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W. Michael Kipphut
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SVP, Finance & Chief Financial Officer
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$
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368,500
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80
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%
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40
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%
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Lawrence R. Zingale
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SVP, Global Sales & Client Management
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$
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305,000
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67
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%
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33
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%
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James Hobby
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SVP, Global Operations
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$
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305,000
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67
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%
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33
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%
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Bruce Woods
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SVP, Healthcare & President, Sykes Canada
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$
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225,000
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67
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%
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33
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%
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James T. Holder
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SVP & General Counsel
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$
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235,000
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40
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%
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20
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%
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David Pearson
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SVP & Chief Information Officer
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$
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210,000
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40
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%
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20
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%
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Daniel Hernandez
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SVP, Global Strategy
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$
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200,000
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40
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%
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20
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%
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Jenna Nelson
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SVP, Human Resources
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$
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200,000
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40
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%
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20
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%
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Employment
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Performance
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Based
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Restricted
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Restricted
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Annual
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Share
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Share
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Name
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Title
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Compensation
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Percentage
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Percentage
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William Rocktoff
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VP & Corporate Controller
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$
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189,280
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20
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%
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10
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%
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Restricted Shares
The restricted shares are shares of the Registrants common stock which are issued to the
participant subject to (a) restrictions on transfer for a period of time and (b) forfeiture under
certain conditions. The number of performance restricted shares awarded to each of the executive
officers named above will be calculated on January 2, 2007 and will be the number of shares derived
by multiplying 150% of the annual base salary of each individual by the applicable restricted share
percentage set forth above, and then dividing that product by the closing price of the Registrants
common stock on January 2, 2007. With regard to 2/3 of the performance restricted shares (the
Income Based Restricted Shares), such Income Based Restricted Shares vest and the restrictions on
their transfer lapse with respect to such vested shares on March 16, 2010, provided that (i) the
Income from Operations of the Registrant, as reported in its audited Consolidated Statement of
Operations, during fiscal years 2007, 2008 and 2009 (measured from January 1, 2007 through December
31, 2009, inclusive) equals a cumulative total of at least $106.13 million (Income from Operations
Calculation), and (ii) the participant is employed by the Registrant or a subsidiary on March 16,
2010. The number of the Income Based Restricted Shares which will vest, and with regard to which
the restrictions will lapse will be a number equal to 53.3% of the Income Based Restricted Shares
in the event the Income from Operations Calculation is $106.13 million, and will increase on a
pro-rata basis up to a number equal to 66.7% of the Income Based Restricted Shares in the event the
Income from Operations Calculation is $110.21 million. In the event the Income from Operations
Calculation is between $110.21 million and $120.88 million, the number of Income Based Restricted
Shares which will vest, and with regard to which the restrictions will lapse will increase on a
pro-rata basis between a number equal to 66.7% of the Income Based Restricted Shares up to a number
equal to 100% of the Income Based Restricted Shares.
With regard to the other 1/3 of the performance restricted shares (the Revenue Based
Restricted Shares), such Revenue Based Restricted Shares vest and the restrictions on their
transfer lapse with respect to such vested shares on March 16, 2010, provided that (i) the Gross
Revenue from Operations of the Registrant, as reported in its audited Consolidated Statement of
Operations, during fiscal years 2007, 2008 and 2009 (measured from January 1, 2007 through December
31, 2009, inclusive) equals a cumulative total of at least $1.932 billion (Gross Revenue from
Operations Calculation), and (ii) the participant is employed by the Registrant or a subsidiary on
March 16, 2010. The number of the Revenue Based Restricted Shares which will vest, and with regard
to which the restrictions will lapse will be a number equal to 53.3% of the Revenue Based
Restricted Shares in the event the Gross Revenue from Operations Calculation is $1.932 billion and
will increase on a pro-rata basis up to a number equal to 66.7% of the Revenue Based Restricted
Shares in the event the Gross Revenue from Operations Calculation is $1.992 billion. In the event
the Gross Revenue from Operations Calculation is between $1.992 billion and 2.147 billion, the
number of Revenue Based Restricted Shares which will vest, and with regard to which the
restrictions will lapse will increase on a pro-rata basis between a number equal to 66.7% of the
Revenue Based Restricted Shares up to a number equal to 100% of the Revenue Based Restricted
Shares.
In the event of a change in control (as defined in the Plan) prior to the date the restricted
shares vest, all of the restricted shares will vest and the restrictions on transfer will lapse
with respect to such vested shares on the date of the change in control, provided that participant
is employed by the Registrant or a subsidiary on the date of the change in control.
If the participants employment with the Registrant or subsidiary is terminated for any
reason, either by the Registrant or participant, prior to the date on which the restricted shares
have vested and the restrictions have lapsed with respect to such vested shares, any restricted
shares remaining subject to the restrictions (together with any dividends paid thereon) will be
forfeited, unless there has been a change in control prior to such date.
Stock Appreciation Rights
The number of stock appreciation rights (SARs) awarded to each of the executive officers
named above (excluding William Rocktoff, who will not receive SARs) will be calculated on January
2, 2007, and will be the number of SARs derived by multiplying the annual base salary of each
individual by the respective SAR percentage
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set forth above, and then dividing that product by the closing price of the Registrants common
stock on January 2, 2007. The
SARs
represent the right to receive that number of shares of
common stock of the Registrant determined by dividing (i) the total number of shares of stock
subject to the SARs being exercised by the participant, multiplied by the amount by which the fair
market value (as defined in the Plan) of a share of stock on the day the right is exercised exceeds
the fair market value of a share of stock on January 2, 2007, by (ii) the fair market value of a
share of stock on the exercise date.
The SARs have a term of 10 years, and 1/3 of the SARs vest and become exercisable on and after
each of March 16, 2008, March 16, 2009 and March 16, 2010, provided that participant is employed by
the Registrant or a subsidiary on such date. In the event of a change in control, the SARs will
vest on the date of the change in control, provided that participant is employed by the Registrant
or a subsidiary on the date of the change in control.
If the participant: (i) dies while employed by the Registrant or a subsidiary or within the
period when the
SARs could have otherwise been exercised by the participant; (ii) terminates employment with the
Registrant or a subsidiary by reason of the permanent and total disability of the participant; or
(iii) terminates employment with the Registrant or a subsidiary as a result of the participants
retirement, provided that the Registrant or such subsidiary has consented in writing to the
participants retirement, then, in each such case, the participant, or the representatives of the
participant, will have the right, at any time within three months after the death, disability or
retirement of the participant, and prior to the tenth anniversary of the date of grant of the SARs,
to exercise the SARs to the extent the SARs were exercisable by the participant immediately prior
to the participants death, disability or retirement.
The SARs are exercisable only within three months after the termination of the participants
employment with the Registrant or a subsidiary, other than by reason of the participants death,
permanent disability or retirement with the consent of the Registrant or a subsidiary, but only if
and to the extent the SARs were exercisable immediately prior to such termination. If the
participants employment is terminated for cause, or the participant terminates his or her own
employment with the Registrant, any portion of the SARs not yet exercised (whether or not vested)
terminates immediately on the date of termination of employment.
The restricted stock and SARs will be awarded pursuant to a Restricted Share and Stock
Appreciation Right Award Agreement in the form filed as Exhibit 99.1 to this report.
Employment Based Restricted Stock
The number of shares of employment based restricted stock awarded to William Rocktoff will be
calculated on January 2, 2007, and will be determined by multiplying the annual base salary of Mr.
Rocktoff by the employment based restricted stock percentage set forth above, and then dividing
that product by the closing price of the Registrants common stock on January 2, 2007.
The employment based restricted shares vest and the restrictions on their transfer lapse with
respect to such vested shares in equal installments of 1/3 of the total number of employment based
restricted shares on and after each of March 16, 2008, March 16, 2009 and March 16, 2010, provided
that Mr. Rocktoff is employed by the Registrant or a subsidiary on such date. In the event of a
change in control (as defined in the Plan) prior to the date the employment based restricted shares
vest, all of the employment based restricted shares will vest and the restrictions on transfer will
lapse with respect to such vested shares on the date of the change in control, provided that Mr.
Rocktoff is employed by the Registrant or a subsidiary on the date of the change in control.
The restricted stock will be awarded to Mr. Rocktoff pursuant to a Restricted Share Agreement
in the form filed as Exhibit 99.2 to this report.
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Item 9.01. Financial Statements and Exhibits.
(c) The
following exhibits are included with this Report:
Exhibit 99.1 Form of Restricted Share and Stock Appreciation Right Award Agreement.
Exhibit 99.2 Form of Restricted Share Award Agreement
(Remainder of page intentionally left blank.)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SYKES ENTERPRISES, INCORPORATED
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By:
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/s/ W. Michael Kipphut
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W. Michael Kipphut
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Senior Vice President and Chief Financial Officer
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Date: December 28, 2006
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Form of Restricted Share and Stock Appreciation Right Award Agreement
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99.2
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Form of Restricted Share Award Agreement
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Exhibit 99.1
RESTRICTED SHARE AND STOCK APPRECIATION RIGHT AWARD AGREEMENT
THIS RESTRICTED SHARE AND STOCK APPRECIATION RIGHT AWARD AGREEMENT (the
Agreement
),
made effective as of January 2, 2007, between Sykes Enterprises, Incorporated, a Florida
corporation (the
Corporation
), and
(
Participant
).
RECITALS
In consideration of services to be rendered by the Participant and to provide an incentive to
the Participant to remain with the Corporation and its Subsidiaries, it is in the best interests of
the Corporation to make an award to Participant under the Sykes Enterprises, Incorporated 2001
Equity Incentive Plan (the
Plan
), which is incorporated herein by reference, consisting
of (i) shares of the Corporations common stock, par value $.01 per share (
Stock
) which
will be issued subject to (a) restrictions on transfer for a period of time and (b) divestiture
under certain conditions, all as described herein (
Restricted Stock
), and (ii) a Stock
Appreciation Right, in accordance with the terms of this Agreement.
The Participant hereby acknowledges receipt of a copy of the Plan. Unless otherwise provided
herein, terms used herein that are defined in the Plan and not defined herein shall have the
meanings attributable thereto in the Plan.
NOW, THEREFORE
, for and in consideration of the mutual premises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1.
Restricted Stock
.
1.1
Grant of Restricted Stock
. The Corporation hereby grants to Participant a total
of
(
) shares of Stock (the
Restricted Shares
), subject to the
transfer restrictions and other conditions set forth in this Agreement. The Corporation shall
cause the Restricted Shares to be issued and a stock certificate representing the Restricted Shares
to be registered in the name of Participant promptly upon execution of this Agreement, but the
stock certificate shall be delivered to, and held in custody by, the Corporation until the
applicable restrictions lapse at the times specified in Section 1.3 below. On or before the date
of execution of this Agreement, Participant shall deliver to the Corporation one or more stock
powers endorsed in blank relating to the Restricted Shares, which will permit transfer to the
Corporation of all or any portion of the Restricted Shares and any securities constituting Retained
Distributions (as defined below in Section 1.2(a)(ii)) that shall be forfeited or that shall not
become vested in accordance with this Agreement.
1.2.
Restrictions
.
(a) Participant shall have all rights and privileges of a shareholder of the Corporation with
respect to the Restricted Shares, including voting rights and the right to receive dividends paid
with respect to such shares, except that the following restrictions shall apply, until such time or
times as restrictions lapse under Section 1.3 of this Agreement:
(i) Participant shall not be entitled to delivery of the certificate or certificates
for any of the Restricted Shares until the restrictions imposed by this Agreement have
lapsed with respect to those Restricted Shares, at the times defined in Section 1.3;
(ii) other than regular cash dividends and such other distributions as the Board of
Directors may in its sole discretion designate, the Corporation will retain custody of all
distributions (
Retained Distributions
) made or declared with respect to the
Restricted Shares (and such Retained Distributions will be subject to the same restrictions,
terms and conditions as are applicable to the Restricted Shares) until such time, if ever,
as the Restricted Shares with respect to which such Retained Distributions shall have been
made, paid or declared shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in separate accounts;
(iii) the Restricted Shares may not be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of by Participant before these restrictions have lapsed
pursuant to Section 1.3, except with the prior written consent of the Administrator; and
(iv) the Restricted Shares and Retained Distributions shall be subject to forfeiture
upon termination of Participants employment with the Corporation to the extent set forth in
Section 1.5 below and upon the breach of any restrictions, terms or conditions of this
Agreement.
Once any portion of Participants Restricted Stock award has become vested under Section 1.3,
the newly vested shares shall no longer be subject to the preceding restrictions, and shall no
longer be considered to be Restricted Shares.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set
forth in this Agreement shall be ineffective.
1.3
When Restrictions Lapse
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(a)
Restricted Shares Based Upon Operating Income
. With regard to 2/3 of the
Restricted Shares (the Income Based Restricted Shares), such Income Based Restricted Shares shall
vest and the restrictions set forth in this Agreement shall lapse with respect to such vested
shares on March 16, 2010, provided that (i) the Income from Operations of the Corporation, as
reported in its audited Consolidated Statement of Operations, during fiscal years 2007, 2008 and
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2009 (measured from January 1, 2007 to December 31, 2009, inclusive) equals a cumulative total
amount of at least $106.13 million (Income from Operations Calculation), and (ii) Participant is
employed by the Corporation or a Subsidiary on such date. The number of the Income Based
Restricted Shares which shall vest, and with regard to which the restrictions shall lapse shall be
a number equal to 53.3% of the Income Based Restricted Shares in the event the Income from
Operations Calculation is $106.13 million and shall increase on a pro-rata basis up to a number
equal to 66.7% of the Income Based Restricted Shares in the event the Income from Operations
Calculation is $110.21 million. In the event the Income from Operations Calculation is between
$110.21 million and $120.88 million, the number of Income Based Restricted Shares which shall vest,
and with regard to which the restrictions shall lapse shall increase on a pro-rata basis between a
number equal to 66.7% of the Income Based Restricted Shares up to a number equal to 100% of the
Income Based Restricted Shares. Examples of this calculation are set forth on Exhibit A.
(b)
Restricted Shares Based Upon Revenue
. With regard to 1/3 of the Restricted Shares (the
Revenue Based Restricted Shares), such Revenue Based Restricted Shares shall vest and the
restrictions set forth in this Agreement shall lapse with respect to such vested shares on March
16, 2010, provided that (i) the Gross Revenue from Operations of the Corporation, as reported in
its audited Consolidated Statement of Operations, during fiscal years 2007, 2008 and 2009 (measured
from January 1, 2007 to December 31, 2009, inclusive) equals a cumulative total of at least $1.932
billion (Gross Revenue from Operations Calculation), and (ii) Participant is employed by the
Corporation or a Subsidiary on March 16, 2010. The number of the Revenue Based Restricted Shares
which shall vest, and with regard to which the restrictions shall lapse shall be a number equal to
53.3% of the Revenue Based Restricted Shares in the event the Gross Revenue from Operations
Calculation is $1.932 billion and shall increase on a pro-rata basis up to a number equal to 66.7%
of the Revenue Based Restricted Shares in the event the Gross Revenue from Operations Calculation
is $1.992 billion. In the event the Gross Revenue from Operations Calculation is between $1.992
billion and $2.147 billion, the number of Revenue Based Restricted Shares which shall vest, and
with regard to which the restrictions shall lapse shall increase on a pro-rata basis between a
number equal to 66.7% of the Revenue Based Restricted Shares up to a number equal to 100% of the
Revenue Based Restricted Shares. Examples of this calculation are set forth on Exhibit B.
(c)
Vesting Upon Change in Control
. The foregoing notwithstanding, in the event of a
Change in Control (as defined in the Plan) prior to the date the Restricted Shares vest, all of the
Restricted Shares shall vest and the restrictions set forth in this Agreement shall lapse with
respect to such vested shares on the date of the Change in Control, provided that Participant is
employed by the Corporation or a Subsidiary on the date of the Change in Control.
1.4.
Issuance of Stock Certificates for Shares
. The stock certificate representing
the Restricted Shares shall be issued promptly following the execution of this Agreement, and shall
be delivered to the Corporate Secretary or such other custodian as may be designated by the
Corporation, to be held until the restrictions have lapsed under Section 1.3. Such stock
certificates shall bear the following legend:
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The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of a
Restricted Share and Stock Appreciation Right Award Agreement entered into
between the registered owner and Sykes Enterprises, Incorporated. A
copy of such Agreement is on file in the offices of, and will be made
available for a proper purpose by, the Corporate Secretary of Sykes
Enterprises, Incorporated.
Once the restrictions imposed by this Agreement have lapsed with respect to any portion of the
Restricted Shares, upon the written request of Participant, a stock certificate or certificates for
such portion of the Restricted Shares shall be returned and exchanged for new stock certificates
without the foregoing legend for the newly vested portion of the Restricted Shares. Upon the
written request of Participant, the certificates representing the newly vested shares shall be
delivered to Participant (or to the person to whom the rights of Participant shall have passed by
will or the laws of descent and distribution) promptly after the date on which the restrictions
imposed on such shares by this Agreement have lapsed, but not before Participant has made any tax
payment to the Corporation or made other arrangements for tax withholding, as required by
Section 3
. The certificate for any Restricted Shares which vest as a result of a Change in
Control, shall be delivered promptly after the date of the Change in Control.
1.5.
Forfeiture On Termination of Employment
. If the Participants employment with
the Corporation or Subsidiary is terminated for any reason, either by the Corporation or
Participant, prior to the date on which the Restricted Shares have vested and the restrictions set
forth in this Agreement have lapsed with respect to such vested shares pursuant to Section 1.3, any
Restricted Shares remaining subject to the restrictions imposed by this Agreement shall be
forfeited, unless there shall have been a Change in Control (as defined in the Plan) prior to such
date, in which event the provisions of Section 1.3(c) shall control.
2.
Stock Appreciation Right
.
2.1
Grant of Stock Appreciation Right
. The Corporation hereby grants to Participant,
as of the date hereof, a stock appreciation right (the
SAR
) with respect to
(
) shares of Stock (the
Covered Shares
), which
represents the right to receive that number of shares of Stock determined by dividing (i) the total
number of shares of Stock subject to the SAR being exercised by the Participant, multiplied by the
amount by which the Fair Market Value of a share of Stock on the day the right is exercised exceeds
the Fair Market Value of a share of Stock on the date of grant of the SAR (such amount being
hereinafter referred to as the
Spread
), by (ii) the Fair Market Value of a share of Stock
on the exercise date. This SAR is in all respects limited and conditioned as hereinafter provided
and is subject to the terms and conditions of the Plan.
2.2.
Vesting
. Subject to the limitations herein, 1/3 of the SARs shall vest and be
exercisable on and after each of March 16, 2008, March 16, 2009 and March 16, 2010, provided that
Participant is employed by the Corporation or a Subsidiary on the respective dates. The
- 4 -
foregoing
notwithstanding, in the event of a Change in Control (as defined in the Plan), the SAR shall vest
on the date of the Change in Control, provided that Participant is employed by the Corporation or a
Subsidiary on the date of the Change in Control.
2.3
Exercise of SAR
. Subject to the terms and conditions contained herein, including
Section 2.2, Section 2.4 and Section 3, and in the Plan, the SAR, to the extent vested, may be
exercised, in whole or in part, and the Participant shall become entitled to payment in Stock of
the Spread with respect to the exercised portion of the SAR, by written notice to the Corporation
at any time and from time to time, provided however, that the SAR shall terminate on, and shall not
be exercisable in any event after, the tenth anniversary of the date hereof. The SAR is subject to
cancellation as provided in the Plan.
2.4.
Conditions to Exercise
. The SAR may not be exercised by Participant unless the
following conditions are met:
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(a)
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except as provided in Section 2.5 or Section 2.6 below, the Participant is
employed by the Corporation or a Subsidiary on the date of exercise;
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(b)
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Participant shall have given written notice to the Corporation (to the
attention of the Corporations Secretary) with respect to the number of Covered Shares
Participant intends to exercise;
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(c)
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Participant shall have complied with Section 3 hereof with regard to any
withholding tax liability relating to such exercise; and
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(d)
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legal counsel for the Corporation must be satisfied at the time of exercise
that the issuance of the shares of Stock upon exercise will be in compliance with the
Securities Act and applicable United States Federal, state, local and foreign laws.
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2.5
Retirement, Death Or Disability
. If the Participant: (i) dies while employed by
the Corporation or a Subsidiary or within the period when the SAR could have otherwise been
exercised by the Participant; (ii) terminates employment with the Corporation or a Subsidiary by
reason of the permanent and total disability (within the meaning of Section 22(e)(3) of the Code)
of the Participant; or (iii) terminates employment with the Corporation or a Subsidiary as a result
of the Participants retirement, provided that the Corporation or such Subsidiary has consented in
writing to the Participants retirement, then, in each such case, the Participant, or the duly
authorized representatives of the Participant, shall have the right, at any time within three (3)
months after the death, disability or retirement of the Participant, as the case may be, and prior
to the termination of the SAR pursuant to
Section 2.3
above, to exercise the SAR to the
extent the SAR was exercisable by the Participant immediately prior to the Participants death,
disability or retirement.
2.6
Other Termination of Employment
. The SAR shall be exercisable only within three
(3) months after the termination of the Participants employment with the Corporation or a
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Subsidiary, other than by reason of the Participants death, permanent disability or retirement
with the consent of the Corporation or a Subsidiary as provided in Section 2.5 above, but only if
and to the extent the SAR was exercisable immediately prior to such termination. Notwithstanding
the foregoing, if the Participants employment is terminated for cause, or the Participant
terminates his or her own employment with the Corporation, any portion of the SAR not yet exercised
(whether or not vested) shall terminate immediately on the date of termination of employment.
Cause shall have the meaning set forth in any employment agreement then in effect between the
Participant and the Corporation or any of its Subsidiaries, or if the Participant
does not have any employment agreement, cause shall mean (i) if the Participant engages in
conduct which has caused, or is reasonably likely to cause, demonstrable and serious injury to the
Corporation, (ii) the material negligence of, or failure to perform, the Participants duties to
the Corporation or (iii) if the Participant is convicted of a felony or a misdemeanor which
substantially impairs the Participants ability to perform his or her duties to the Corporation.
2.7.
Payment of Spread
. Upon exercise of all or a portion of this SAR, Participant
shall be paid that number of shares of Stock equal to the quotient of (i) the Spread applicable to
the number of Covered Shares to which this SAR is exercised divided by (ii) the Fair Market Value
of a share of Stock on the date such notice was received by the Corporation (the
Exercise
Date
), less any shares of Stock withheld to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to this SAR pursuant to Section 3. If any fractional
share of Stock would otherwise be issued to the Participant upon the exercise of some or all of the
SAR, the Participant shall be paid a cash amount equal to the same fraction of the Fair Market
Value of the Stock on the date of exercise.
2.8
Transfer
. This SAR (including the right to receive the shares of Stock) may not
be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated by
Participant, other than by will or the laws of descent and distribution and, during the lifetime of
Participant, the SAR may be exercised only by Participant (or, if Participant is incapacitated, by
Participants legal guardian or legal representative). In the event of the death of Participant,
the exercise of the SAR may be made only by the executor or administrator of Participants estate
or the Person or Persons to whom Participants rights under the SAR pass by will or the laws of
descent and distribution. If Participant or anyone claiming under or through Participant attempts
to violate this Section 2.8, such attempted violation shall be null and void and without effect,
and all of the Corporations obligations hereunder shall terminate. Any shares of Stock received
upon exercise of this SAR are subject to the restrictions on transfer, if any, and other rights and
obligations set forth in the Plan.
2.9
No Rights as a Stockholder
. No Participant shall be deemed for any purpose to be
the owner of any Stock subject to any SAR unless and until (a) the SAR shall have been exercised
pursuant to the terms hereof, (b) the Corporation shall have issued and delivered the shares of
Stock to the Participant (or made a book entry registration thereof) and (c) the Participants name
shall have been entered as a stockholder of record on the books of the Corporation. Thereupon,
Participant shall have full voting, dividend and other ownership rights with respect to such shares
of Stock.
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3.
Tax Withholding
. Whenever the restrictions on Participants rights to some or all
of the Restricted Shares lapse under Section 1.3 of this Agreement, and whenever Participant shall
exercise some or all of the SAR under Section 2, or upon Participants notification to the
Corporation that Participant is filing an election with the Internal Revenue Service pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted
Shares or SAR, the Corporation shall notify Participant of the amount of tax which must be withheld
by the Corporation under all applicable federal, state and local tax laws. Participant agrees to
make arrangements with the Corporation to (a) remit a cash payment of the required amount to the
Corporation, (b) to authorize the deduction of such amounts from Participants compensation,
(c) deliver to the Corporation shares of Stock currently held by the Participant (including newly
vested Restricted Shares) with a Fair Market Value on the date of delivery to the Corporation equal
to the required amount, or (d) to otherwise satisfy the applicable tax withholding requirement in a
manner satisfactory to the Corporation.
4.
Agreement Not to Affect Employment; No Implied Rights
. None of this Agreement, the
Restricted Shares or the SAR granted hereunder shall confer upon Participant any right to continued
employment with the Corporation or any Subsidiary, and shall not in any way modify or restrict the
Corporations or such Subsidiarys right to terminate such employment. This Agreement shall not
create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Corporation or any Subsidiary and the Participant or any other person.
5.
Agreement Subject to the Plan
. This Agreement and the rights and obligations of
the parties hereto are subject to and governed by the terms of the Plan as the same may be amended
from time to time, the provisions of which are incorporated by reference into this Agreement.
6.
Miscellaneous
.
(a) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written agreement
executed by both of the parties hereto.
(c) The validity, performance, construction and effect of this Agreement shall be governed by
the laws of the State of Florida, without giving effect to principles of conflicts of law.
(d) This Agreement constitutes the entire agreement between the parties hereto with respect to
the transactions contemplated herein.
(e) The headings contained in this Agreement are for purposes of convenience only and shall
not affect the meaning or interpretation of this Agreement.
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(f) Except as otherwise herein provided, this Agreement shall be binding upon and shall inure
to the benefit of the Corporation, its successors and assigns, and of Participant and Participants
personal representatives.
(g) This Agreement may be executed by either of the parties (the
Originating Party
)
and transmitted to the other party (the
Receiving Party
) by facsimile, telecopy, telex or
other form of written electronic transmission, and, upon confirmation of receipt thereof by the
Receiving Party, this Agreement shall be deemed to have been duly executed by the Originating
Party. Upon the request of the Receiving Party, the Originating Party shall provide the Receiving
Party with an executed duplicate original of this Agreement.
IN WITNESS WHEREOF
, the parties have executed this Restricted Share and Stock Appreciation
Right Award Agreement on the date and year first above written.
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SYKES ENTERPRISES, INCORPORATED
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By:
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PARTICIPANT
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Exhibit 99.2
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (the
Agreement
), made effective as of January
2, 2007, between Sykes Enterprises, Incorporated, a Florida corporation (the
Corporation
), and
(
Participant
).
RECITALS
In consideration of services to be rendered by the Participant and to provide an incentive to
the Participant to remain with the Corporation and its Subsidiaries, it is in the best interests of
the Corporation to make an award to Participant under the Sykes Enterprises, Incorporated 2001
Equity Incentive Plan (the
Plan
), which is incorporated herein by reference, consisting
of shares of the Corporations common stock, par value $.01 per share (
Stock
) which will
be issued subject to (a) restrictions on transfer for a period of time and (b) divestiture under
certain conditions, all as described herein (
Restricted Stock
), in accordance with the
terms of this Agreement.
The Participant hereby acknowledges receipt of a copy of the Plan. Unless otherwise provided
herein, terms used herein that are defined in the Plan and not defined herein shall have the
meanings attributable thereto in the Plan.
NOW, THEREFORE
, for and in consideration of the mutual premises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1.
Grant of Restricted Stock
. The Corporation hereby grants to Participant a total of
(
) shares of Stock (the
Performance Based Restricted Shares
),
and a total of
(
) shares of Stock (the
Employment Based
Restricted Stock
) subject to the transfer restrictions and other conditions set forth in this
Agreement (collectively, the
Restricted Shares
). The Corporation shall cause the
Restricted Shares to be issued and a stock certificate representing the Restricted Shares to be
registered in the name of Participant promptly upon execution of this Agreement, but the stock
certificate shall be delivered to, and held in custody by, the Corporation until the applicable
restrictions lapse at the times specified in Section 1.2 below. On or before the date of execution
of this Agreement, Participant shall deliver to the Corporation one or more stock powers endorsed
in blank relating to the Restricted Shares, which will permit transfer to the Corporation of all or
any portion of the Restricted Shares and any securities constituting Retained Distributions (as
defined below in Section 1.1(a)(ii)) that shall be forfeited or that shall not become vested in
accordance with this Agreement.
1.1.
Restrictions
.
(a) Participant shall have all rights and privileges of a shareholder of the Corporation with
respect to the Restricted Shares, including voting rights and the right to receive dividends paid
with respect to such shares, except that the following restrictions shall apply, until such time or
times as restrictions lapse under Section 1.2 of this Agreement:
(i) Participant shall not be entitled to delivery of the certificate or certificates
for any of the Restricted Shares until the restrictions imposed by this Agreement have
lapsed with respect to those Restricted Shares, at the times defined
in Section 1.2;
(ii) other than regular cash dividends and such other distributions as the Board of
Directors may in its sole discretion designate, the Corporation will retain custody of all
distributions (
Retained Distributions
) made or declared with respect to the
Restricted Shares (and such Retained Distributions will be subject to the same restrictions,
terms and conditions as are applicable to the Restricted Shares) until such time, if ever,
as the Restricted Shares with respect to which such Retained Distributions shall have been
made, paid or declared shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in separate accounts;
(iii) the Restricted Shares may not be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of by Participant before these restrictions have lapsed
pursuant to Section 1.2, except with the prior written consent of the Administrator; and
(iv) the Restricted Shares and Retained Distributions shall be subject to forfeiture
upon termination of Participants employment with the Corporation to the extent set forth in
Section 1.4 below and upon the breach of any restrictions, terms or conditions of this
Agreement.
Once any portion of Participants Restricted Stock award has become vested under Section 1.2,
the newly vested shares shall no longer be subject to the preceding restrictions, and shall no
longer be considered to be Restricted Shares.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set
forth in this Agreement shall be ineffective.
1.2 When Restrictions Lapse
.
(a)
Restricted Shares Based Upon Operating Income
. With regard to 2/3 of the
Restricted Shares (the Income Based Restricted Shares), such Income Based Restricted Shares shall
vest and the restrictions set forth in this Agreement shall lapse with respect to such vested
shares on March 16, 2010, provided that (i) the Income from Operations of the Corporation, as
reported in its audited Consolidated Statement of Operations, during fiscal years 2007, 2008 and
2009 (measured from January 1, 2007 to December 31, 2009, inclusive) equals a cumulative total
amount of at least $106.13 million (Income from Operations Calculation), and (ii) Participant is
employed by the Corporation or a Subsidiary on such date. The number of the Income Based
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Restricted Shares which shall vest, and with regard to which the restrictions shall lapse
shall be a number equal to 53.3% of the Income Based Restricted Shares in the event the Income from
Operations Calculation is $106.13 million and shall increase on a pro-rata basis up to a number
equal to 66.7% of the Income Based Restricted Shares in the event the Income from Operations
Calculation is $110.21 million. In the event the Income from Operations Calculation is between
$110.21 million and $120.88 million, the number of Income Based Restricted Shares which shall vest,
and with regard to which the restrictions shall lapse shall increase on a pro-rata basis between a
number equal to 66.7% of the Income Based Restricted Shares up to a number equal to 100% of the
Income Based Restricted Shares.
(b)
Restricted Shares Based Upon Revenue
. With regard to 1/3 of the Restricted Shares
(the Revenue Based Restricted Shares), such Revenue Based Restricted Shares shall vest and the
restrictions set forth in this Agreement shall lapse with respect to such vested shares on March
16, 2010, provided that (i) the Gross Revenue from Operations of the Corporation, as reported in
its audited Consolidated Statement of Operations, during fiscal years 2007, 2008 and 2009 (measured
from January 1, 2007 to December 31, 2009, inclusive) equals a cumulative total of at least $1.932
billion (Gross Revenue from Operations Calculation), and (ii) Participant is employed by the
Corporation or a Subsidiary on March 16, 2010. The number of the Revenue Based Restricted Shares
which shall vest, and with regard to which the restrictions shall lapse shall be a number equal to
53.3% of the Revenue Based Restricted Shares in the event the Gross Revenue from Operations
Calculation is $1.932 billion and shall increase on a pro-rata basis up to a number equal to 66.7%
of the Revenue Based Restricted Shares in the event the Gross Revenue from Operations Calculation
is $1.992 billion. In the event the Gross Revenue from Operations Calculation is between $1.992
billion and $2.147 billion, the number of Revenue Based Restricted Shares which shall vest, and
with regard to which the restrictions shall lapse shall increase on a pro-rata basis between a
number equal to 66.7% of the Revenue Based Restricted Shares up to a number equal to 100% of the
Revenue Based Restricted Shares.
(c)
Restricted Shares Based Upon Continued Employment
. With regard to the Employment
Based Restricted Stock, subject to the limitations herein, 1/3 shall vest and the restrictions on
such vested shares shall lapse on and after each of March 16, 2008, March 16, 2009 and March 16,
2010, provided that Participant is employed by the Corporation or a Subsidiary on such date.
(d)
Vesting Upon Change in Control
. The foregoing notwithstanding, in the event of a
Change in Control (as defined in the Plan) prior to the date the Restricted Shares vest, all of the
Restricted Shares shall vest and the restrictions set forth in this Agreement shall lapse with
respect to such vested shares on the date of the Change in Control, provided that Participant is
employed by the Corporation or a Subsidiary on the date of the Change in Control.
1.3.
Issuance of Stock Certificates for Shares
. The stock certificate representing
the Restricted Shares shall be issued promptly following the execution of this Agreement, and shall
be delivered to the Corporate Secretary or such other custodian as may be designated by the
Corporation, to be held until the restrictions have lapsed under Section 1.2. Such stock
certificates shall bear the following legend:
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The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of a
Restricted Share Award Agreement entered into between the registered owner
and Sykes Enterprises, Incorporated. A copy of such Agreement is on file in
the offices of, and will be made available for a proper purpose by, the
Corporate Secretary of Sykes Enterprises, Incorporated.
Once the restrictions imposed by this Agreement have lapsed with respect to any portion of the
Restricted Shares, upon the written request of Participant, a stock certificate or certificates for
such portion of the Restricted Shares shall be returned and exchanged for new stock certificates
without the foregoing legend for the newly vested portion of the Restricted Shares. Upon the
written request of Participant, the certificates representing the newly vested shares shall be
delivered to Participant (or to the person to whom the rights of Participant shall have passed by
will or the laws of descent and distribution) promptly after the date on which the restrictions
imposed on such shares by this Agreement have lapsed, but not before Participant has made any tax
payment to the Corporation or made other arrangements for tax withholding, as required by
Section 2
. The certificate for any Restricted Shares which vest as a result of a Change in
Control, shall be delivered promptly after the date of the Change in Control.
1.4.
Forfeiture On Termination of Employment
. If the Participants employment with
the Corporation or Subsidiary is terminated for any reason, either by the Corporation or
Participant, prior to the date on which the Restricted Shares have vested and the restrictions set
forth in this Agreement have lapsed with respect to such vested shares pursuant to Section 1.2, any
Restricted Shares remaining subject to the restrictions imposed by this Agreement shall be
forfeited, unless there shall have been a Change in Control (as defined in the Plan) prior to such
date, in which event the provisions of Section 1.2(c) shall control.
2.
Tax Withholding
. Whenever the restrictions on Participants rights to some or all
of the Restricted Shares lapse under Section 1.2 of this Agreement, or upon Participants
notification to the Corporation that Participant is filing an election with the Internal Revenue
Service pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to
the Restricted Shares, the Corporation shall notify Participant of the amount of tax which must be
withheld by the Corporation under all applicable federal, state and local tax laws. Participant
agrees to make arrangements with the Corporation to (a) remit a cash payment of the required amount
to the Corporation, (b) to authorize the deduction of such amounts from Participants compensation,
(c) deliver to the Corporation shares of Stock currently held by the Participant (including newly
vested Restricted Shares) with a Fair Market Value on the date of delivery to the Corporation equal
to the required amount, or (d) to otherwise satisfy the applicable tax withholding requirement in a
manner satisfactory to the Corporation.
3.
Agreement Not to Affect Employment; No Implied Rights
. None of this Agreement or
the Restricted Shares granted hereunder shall confer upon Participant any right to continued
employment with the Corporation or any Subsidiary, and shall not in any way modify or restrict the
Corporations or such Subsidiarys right to terminate such employment. This Agreement shall not
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create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Corporation or any Subsidiary and the Participant or any other person.
4.
Agreement Subject to the Plan
. This Agreement and the rights and obligations of
the parties hereto are subject to and governed by the terms of the Plan as the same may be amended
from time to time, the provisions of which are incorporated by reference into this Agreement.
5.
Miscellaneous
.
(a) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written agreement
executed by both of the parties hereto.
(c) The validity, performance, construction and effect of this Agreement shall be governed by
the laws of the State of Florida, without giving effect to principles of conflicts of law.
(d) This Agreement constitutes the entire agreement between the parties hereto with respect to
the transactions contemplated herein.
(e) The headings contained in this Agreement are for purposes of convenience only and shall
not affect the meaning or interpretation of this Agreement.
(f) Except as otherwise herein provided, this Agreement shall be binding upon and shall inure
to the benefit of the Corporation, its successors and assigns, and of Participant and Participants
personal representatives.
(g) This Agreement may be executed by either of the parties (the
Originating Party
)
and transmitted to the other party (the
Receiving Party
) by facsimile, telecopy, telex or
other form of written electronic transmission, and, upon confirmation of receipt thereof by the
Receiving Party, this Agreement shall be deemed to have been duly executed by the Originating
Party. Upon the request of the Receiving Party, the Originating Party shall provide the Receiving
Party with an executed duplicate original of this Agreement.
IN WITNESS WHEREOF
, the parties have executed this Restricted Share Award Agreement on the
date and year first above written.
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SYKES ENTERPRISES, INCORPORATED
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By:
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PARTICIPANT
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