Exhibit 10.3
Access Worldwide Communications, Inc.
Suite 300
4950 Blue Lake Drive
Boca Raton, Florida 33431
As of July 29, 1999
Mr. Michael Dinkins
1714 Strine Drive
McLean, Virginia 22101
Dear Michael:
This letter sets forth our agreement on matters relating to your
employment with Access Worldwide Communications, Inc., a Delaware corporation
(the "Company"), as its President and Chief Executive Officer and your service
as a Director of the Company.
1. Employment; Term. You (the "CEO") shall be employed by the
Company as President and Chief Executive Officer of the Company for an initial
term of four (4) years, commencing on July 29, 1999 (the "Effective Date"),
unless sooner terminated by you or the Company as provided herein. This
Agreement shall be automatically renewed for successive one (1) year terms upon
the expiration of the initial term of this Agreement, or any renewal term of
this Agreement, unless either the Company or the CEO gives the other party at
least six (6) months written notice prior to the scheduled expiration of the
initial term of this Agreement, or any renewal term of this Agreement, that such
party does not intend to renew the Agreement. As President and Chief Executive
Officer of the Company, the CEO shall have such responsibilities and perform
such duties as are set forth in Exhibit A hereto and such other duties and
responsibilities appropriate to such position as shall be assigned to the CEO by
the Board of Directors of the Company. The CEO shall report to the Board of
Directors of the Company. The CEO shall devote all his working time and efforts
to the business of the Company; provided, however, that it is agreed that the
CEO may continue to serve on the Board of Directors of LandAmerica and, in the
event that the CEO is not re-elected to serve on the Board of Directors of
LandAmerica, he may serve on the Board of Directors of another company. The CEO
represents that the CEO is not bound by the provisions of any non-competition,
confidentiality or similar agreement not heretofore disclosed by the CEO in
writing to the Company. It is our intention that your service as Director of the
Company will commence at the first meeting of the Board of Directors after the
Effective Date. In addition to your responsibilities as President and Chief
Executive Officer hereunder, you agree to continue to carry out the functions of
Chief Financial Officer of the Company until such time as the cash flow
situation of the Company has improved and the Company has clarified its plans
with respect to a Sale (as hereinafter defined).
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2. Compensation.
(i) The CEO's salary shall be at a rate per annum of $300,000,
payable in accordance with the normal payroll practices of the Company (the
"Base Salary"). In addition, the CEO may be entitled to receive merit increases
in salary during the term hereof in such amounts and at such times as shall be
determined by the Compensation Committee of the Board of Directors of the
Company in its sole discretion. In addition to the CEO's salary, the CEO shall
be entitled to payments pursuant to an annual bonus program. Under the bonus
program, the CEO shall have an annual bonus (the "Bonus") opportunity of up to
fifty (50%) percent of the Base Salary at the then current rate in effect. The
bonus program shall be apportioned as follows: (a) for the year ending December
31, 1999 one hundred percent (100%) based upon the achievement of quantitative
goals with respect to third and fourth quarter operating income of the Company,
excluding restructuring charges, deferred acquisition write-offs and special
charges in connection with a potential Sale and (b) for the years ending
December 31, 2000 and beyond (i) ninety percent (90%) based upon the achievement
of quantitative goals and (ii) ten percent (10%) based upon the achievement of
qualitative goals, in each case, to be mutually agreed upon between the CEO and
the Compensation Committee of the Board of Directors. In the event that the
Company exceeds the net income target agreed to between the CEO and the
Compensation Committee of the Company by at least 25% for the year ending
December 31, 2000, the CEO's bonus opportunity shall be equal to one hundred
percent (100%) of the Base Salary at the then current rate in effect. Any
amounts by which net income targets for the year ending December 31, 2000 exceed
the agreed upon target but are less than 25% above the target shall result in
the CEO's Bonus opportunity being appropriately prorated between 50% and 100% of
Base Salary. Bonus goals for years after December 31, 2000 shall be mutually
agreed upon by the CEO and the Compensation Committee of the Board of Directors
prior to January 31 of the applicable year.
(ii) Except as otherwise provided herein, the CEO must continue in
the employment of the Company through the end of the applicable year in order to
be entitled to a Bonus for such year. The Bonus award shall be paid in cash as
soon as possible as determined by the CEO following the completion of the annual
audit of the Company by the Company's independent accountants for the applicable
year and approval of the Bonus amount by the Compensation Committee of the Board
of Directors.
3. Closing Payment.
(i) In addition to the Bonus set forth in Section 2 above, the CEO
shall be entitled to receive and the Company will pay the CEO, in consideration
of the CEO's continued employment with the Company, and for the services the CEO
has provided the Company and may provide the Company in connection with a Change
of Control (as hereinafter defined), upon a Change in Control, a cash payment
(the "Closing Payment") at the closing of such transaction, subject to the
following terms and conditions:
(a) No Closing Payment shall be due and payable unless (i) the
gross price per share obtained by the Company in connection with the Change in
Control (the "Price Per Share") is equal to or in excess of $8.00 and (ii) the
CEO is employed by the Company on the date of closing.
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(b) In the event that the conditions set forth in (a) above
shall be satisfied, the Closing Payment shall be made on the following basis:
(1) If the Price Per share is equal to $8.00, the Closing
Payment shall be $250,000;
(2) If the Price Per Share is equal to or greater than
$12.00, the Closing Payment shall be $500,000; and
(3) If the Price Per Share is greater than $8.00 but less
than $12.00, the Closing Payment shall be accordingly prorated
between $250,000 and $500,000.
(ii) For purposes of this Agreement, a "Change of Control" shall be
deemed to occur (a) on the effective date of any merger or consolidation which
results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such merger or consolidation) owning less than
a majority of the outstanding voting securities of the surviving corporation
(determined immediately following such merger or consolidation), or any sale or
transfer by the Company of all or substantially all its assets; or (b) on the
date of closing of any tender offer or exchange offer for or the acquisition,
directly or indirectly, by any person or group of, all or a majority of the then
outstanding voting securities of the Company.
(iii) Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur if the Company either merges or consolidates with or into
another company or sells or disposes of all or substantially all of its assets
to another company, if such merger, consolidation, sale or disposition is in
connection with a corporate restructuring wherein the stockholders of the
Company immediately before such merger, consolidation, sale or disposition own,
directly or indirectly, immediately following such merger, consolidation, sale
or disposition at least a majority of the combined voting power of all
outstanding classes of securities of the Company resulting from such merger or
consolidation, or to which the Company sells or disposes of its assets, in
substantially the same proportion as their ownership in the Company immediately
before such merger, consolidation, sale or disposition. It is specifically
understood and agreed that so long as a transaction is described in clause (a)
or clause (b) of paragraph (ii) above it will be considered a "Change in
Control" notwithstanding the name given to such transaction including if the
transaction is named or referred to as a "reorganization."
4. Options. In addition to the options to purchase 160,000 shares of
common stock, $.01 par value, of the Company ("Company Common Stock") which the
CEO currently owns (the "Existing Options"), the CEO shall be granted on August
3, 1999, options to purchase an additional 200,000 shares of Company Common
Stock (the "New Options" and together with the Existing Options, the "Options")
pursuant to the Company's 1997 Stock Option Plan (the "Plan"). The New Options
shall vest ratably in 20% increments over a five-year period commencing on the
first anniversary of the date of grant. The exercise price for the New Options
shall be the closing price of the Company Common Stock on the NASDAQ National
Market on the date of grant. The New Options, as with the Existing Options are
exercisable by the CEO any time within ten (10) years from the date of grant
thereof; provided, however, that
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the Options may not be exercised after the CEO has ceased to be in the employ of
the Company, except in the following circumstances:
(i) If the CEO's employment is terminated by action of the
Company, or by reason of disability or retirement under any
retirement plan maintained by the Company or is terminated by the
CEO in accordance with a CEO Termination (as hereinafter defined)
the Options may be exercised by the CEO within three months after
such termination, but only as to any shares exercisable on the date
the CEO's employment so terminates;
(ii) In the event of the death of the CEO during the three
month period after termination of employment covered by (i) above,
the person or persons to whom his rights are transferred by will or
the laws of descent and distribution shall have a period of one year
from the date of his death to exercise any Options which were
exercisable by the CEO at the time of his death; and
(iii) In the event of the death of the CEO while employed,
the Options shall thereupon become exercisable in full, and the
person or persons to whom the CEO's rights are transferred by will
or the laws of descent and distribution shall have a period of one
year from the date of the CEO's death to exercise such Options.
In accordance with the Plan, in the event of a Change of Control,
the Options shall become exercisable in full.
5. Employee Benefits. The CEO shall be entitled to participate in
the employee benefit plans and programs offered by the Company from time to time
applicable to executives of the Company, including group insurance plans,
subject to the provisions of such plans and programs from time to time in
effect. During the term hereof, the level of coverage that the CEO currently
receives under the Company's employee benefit plans shall be maintained at their
current levels; provided, however, in the event that the CEO's employee benefits
are provided through the Company's TMS division and are not consistent with the
CEO's current benefits, the Company shall provide the CEO with an allowance
necessary to obtain benefits to supplement the TMS benefits so as to provide the
CEO with benefits commensurate with those he currently receives from the
Company. The CEO shall be initially entitled to four weeks vacation per year, to
accrue and to be taken in accordance with Company policy. The CEO shall be
entitled to five weeks vacation per year commencing August 1, 2002.
6. Relocation.
(i) In the event that the CEO, in carrying out his duties hereunder,
determines that he shall need to relocate his personal residence to the Boca
Raton, Florida area (a "Relocation"), the Company shall reimburse the CEO for
the following moving expenses: (a) a brokerage commission at the standard rate
prevailing in McLean, Virginia incurred by the CEO in connection with the sale
of the CEO's current residence, (b) the travel and lodging expenses associated
with five (5) trips to the Boca Raton area incurred by the CEO's spouse to look
for a new personal residence, (c) mortgage points as customary in the Boca
Raton, Florida area paid
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by the CEO in connection with the purchase of a new personal residence resulting
from such Relocation, (d) the expenses associated with transportation of the
CEO's personal belongings from the CEO's current residence to the CEO's new
personal residence, (e) any closing costs incurred in connection with the
purchase of the CEO's personal residence resulting from such Relocation, and (f)
any other identifiable miscellaneous Relocation costs not to exceed $5,000 upon
the presentation of proper accounts therefor.
(ii) During the term of this Agreement and prior to a Relocation,
the Company shall reimburse the CEO for the reasonable and necessary
out-of-pocket costs incurred by the CEO in connection with his living
accommodations in the vicinity of his Boca Raton principal office. In the event
that the CEO determines that he should rent an apartment, the Company shall
provide the CEO with an apartment for the CEO in the vicinity of his principal
office and shall reimburse him for his reasonable rental expenses. The Company
shall reimburse the CEO for all of the expenses set forth in this Section 6 upon
the presentation of proper receipts therefor in accordance with the Company's
policies.
7. Confidential Information. The CEO agrees that the CEO shall not,
at any time, use any Confidential Information (as hereinafter defined) except in
the regular course of the CEO's employment hereunder, or disclose any
Confidential Information to any person or entity other than an employee or
professional adviser of the Company. "Confidential Information" means any
information of a confidential or proprietary nature relating to the business of
the Company and its clients; provided, however, that Confidential Information
shall not include information which (i) becomes generally available to the
public other than as a result of an unauthorized disclosure by the CEO, (ii) was
available to the CEO on a non-confidential basis prior to the CEO's employment
with the Company or (iii) becomes available to the CEO on a non-confidential
basis from a source other than the Company or any of its affiliates, provided
that such source is not bound by a confidentiality agreement with the Company.
8. Non-Competition Agreement.
(i) The CEO agrees that the CEO shall not, during the period of the
CEO's employment, and for a period of two (2) years following termination of the
CEO's employment, whether by the CEO or by the Company, (a) engage, whether as
principal, agent, investor (except as an owner of less than a 5% interest in a
publicly held company), distributor, representative, stockholder, employee,
consultant, volunteer or otherwise, with or without pay, in any activity or
business venture anywhere in the United States which is directly competitive
with any business of the Company or any other member of the Company Group (as
hereinafter defined) including, but not limited to, providing outsourced sales,
marketing and medical education services to clients in the pharmaceutical,
telecommunications, financial services and consumer products industries, and
related activities, (b) solicit or entice or endeavor to solicit or entice away
from the
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Company any person who was or is at the time of solicitation an employee of the
Company, either for the CEO's own account or for any individual, firm or
corporation, whether or not such person would commit any breach of his contract
of employment by reason of leaving the service of the Company, (c) employ,
directly or indirectly, any person who was an employee of the Company at the
date of termination of the CEO's employment or within six (6) months prior to
such date of termination (unless the CEO did not participate or have any role in
such employment), or (d) solicit or entice or endeavor to solicit or entice away
from the Company (1) any client or customer of the Company or (2) any
corporation, individual or firm with which the Company is, or has been during
the last six (6) months of the CEO's employment with the Company, in active
negotiations in connection with becoming a client, customer, acquisition
candidate, vendor, supplier or joint venture partner of the Company, either for
the CEO's own account or for any individual, firm or corporation.
(ii) For purposes hereof, "Company Group" shall mean, collectively,
the Company and its subsidiaries, affiliates and parent entities operating from
time to time in the same lines of business for which the CEO has been
responsible.
9. Injunctive Relief. In the event of a breach or threatened breach
by the CEO of any of the provisions of Sections 7 or 8 of this Agreement, the
CEO hereby consents and agrees that the Company shall be entitled to an
injunction or similar equitable relief from any court of competent jurisdiction
restraining the CEO from committing or continuing any such breach or threatened
breach or granting specific performance of any act required to be performed by
the CEO under any of such provisions, without the necessity of showing any
actual damage or that money damages would not afford an adequate remedy and
without the necessity of posting any bond or other security. Nothing herein
shall be construed as prohibiting the Company from pursuing any other remedies
at law or in equity which it may have.
10. Termination.
(i) Upon the CEO's death, the Company will pay the CEO's estate or
other legal representative (a) the CEO's salary accrued to the date of death and
not theretofore paid to the CEO and (b) 100% of the CEO's bonus opportunity for
the year of death, prorated through the date of death. The rights and benefits
of the CEO's estate or other legal representative under the benefit plans and
programs of the Company shall be determined by reference to the provisions of
such plans and programs of the Company at the time in effect. The estate or
other legal representative of the CEO and the Company shall have no further
rights or obligations under this Agreement.
(ii) If the CEO shall become incapacitated by reason of sickness,
accident or other physical or mental disability and shall for a period of one
hundred twenty (120) consecutive days be unable to materially perform his duties
hereunder, with reasonable accommodation, the employment of the CEO hereunder
may be terminated by the Company upon thirty (30) days' (the "Notice Period")
notice to the CEO; provided, however, that the CEO's employment by the Company
shall not be terminated pursuant to this Section 10(ii) if the CEO returns to
work and is able to materially perform his duties hereunder during the Notice
Period. In the event of such termination, the Company shall pay the CEO (a) his
salary (at the annual rate then in effect) accrued to the effective date of such
termination and not theretofore paid to the CEO and (b) 100% of the CEO's bonus
opportunity for the year of termination hereunder, prorated through the date of
termination, provided that the bonus opportunity has been earned on a pro rata
basis. The CEO's rights under the benefit plans and programs of the Company
shall remain unaffected until the CEO's employment is terminated pursuant to
this Section 10(ii). In the event of such termination, neither the CEO nor the
Company shall have any further rights or obligations under this Agreement,
except as set forth in Sections 7, 8 and 9.
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(iii) The employment of the CEO hereunder may be terminated by the
Company at any time during the term of this Agreement for Cause (as hereinafter
defined). In the event of such termination, the Company shall pay to the CEO his
salary (at the annual rate then in effect) accrued to the date of such
termination and not theretofore paid to the CEO, and, after the satisfaction of
any claim of the Company against the CEO arising as a direct and proximate
result of such Cause, neither the CEO nor the Company shall have any further
rights or obligations under this Agreement, except as provided in Sections 7, 8
and 9. Rights and benefits of the CEO under the benefit plans and programs of
the Company will be determined in accordance with the terms and provisions of
such plans and programs. For purposes hereof, a termination for "Cause" shall
mean (a) breach of any of the CEO's employment obligations in the CEO's position
as President and Chief Executive Officer of the Company and or (b) any material
act of dishonesty involving the Company or (c) repeated failure to follow the
instructions of the Board of Directors of the Company in connection with the
CEO's duties or (d) repeated significant carelessness in the performance of
duties or (e) repeated unexcused absences during normal working hours or (f)
repeated insobriety at the work place or (g) that the CEO has been charged with
committing and has been convicted of (1) a felony or (2) any crime or offense
involving moral turpitude. If the basis for cause is an act or acts described in
clause (a), (c) or (d) above, the CEO shall be given thirty (30) days to cease
or correct the performance (or non performance) giving rise to such cause.
(iv) The Company may terminate the CEO's employment at any time for
whatever reason the Company deems appropriate; provided, however, that in the
event such termination is not pursuant to Sections 10(i), 10(ii) or 10(iii), the
CEO shall be entitled to receive from the Company a Severance Benefit in the
amount provided in Section 10(vi) below. In addition, the CEO shall be entitled
to receive such Severance Benefit if there has occurred a CEO Termination (as
defined in Section 11).
(v) (a) The CEO shall also be entitled to a Severance Benefit if a
Change in Control has occurred and within two (2) years thereafter, the CEO's
employment with the Company terminates for any reason except that
notwithstanding the provisions of this paragraph (e), no Severance Benefit shall
be payable if the CEO's termination of employment is (A) for Cause, (B) by
reason of Permanent Disability (as defined below), (C) voluntarily initiated by
the CEO for other than Good Reason, or (D) by reason of the CEO's death. The
Employee shall not be entitled to the Severance Benefit if the CEO ceases to be
an employee of the Company at any time prior to a Change in Control, or if his
employment is terminated following a Change in Control under circumstances where
the Employee is not entitled to a Severance Benefit under the terms of this
Agreement; provided, however, that if the CEO ceases to be an employee during
the period commencing ninety (90) days prior to a Change in Control by reason of
termination by the Company without Cause, then the CEO shall be entitled to a
Severance Benefit.
(b) For purposes of this Section 10(v) (1) "Permanent
Disability" shall mean that the entire Board of Directors finds, upon the basis
of medical evidence received from a physician reasonably satisfactory to the
Board and the CEO, that the CEO is disabled, whether due to physical or mental
condition, so as to be prevented from performing the CEO's normal duties for the
Company with or without reasonable accommodation and (2) "Good Reason" shall
mean:
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(A) a reduction in the CEO's annual base salary or annual bonus
potential (i.e., percentage of annual salary), or (B) a change in the CEO's
responsibilities which, in the CEO's reasonable judgment, represents a
substantial reduction of responsibilities as existed immediately prior thereto
or the assignment to the CEO of any duties or responsibilities which, in the
CEO's reasonable judgment, are inconsistent with the duties or responsibilities
which existed immediately prior thereto, except in connection with the
termination of the CEO's employment for Cause, Permanent Disability, as a result
of the CEO's death or by the CEO other than for Good Reason.
In addition, if the CEO voluntarily terminates the CEO's
employment in connection with and at the time of a Change in Control, the CEO
will be considered to have terminated his employment for Good Reason, unless
effective with the Change in Control, he is offered a position which meets the
following criteria:
(w) the position is a chief executive officer position
at the Company or the parent of the Company, if any, that includes
the full responsibility of a Chief Executive Officer, including the
duties set forth in Exhibit A;
(x) there must be a least two years remaining under this
Agreement or the CEO and the Company must enter into a new two year
or more employment contract;
(y) the CEO is not required to move to a location the
CEO reasonably views as unsuitable, or to any city that is not
considered a major metropolitan area (i.e., population in excess of
one million); and
(z) the terms of employment include benefits that are
comparable to the Company's plans prior to the Change in Control,
provide an opportunity for annual stock option grants and include a
medical benefit plan which provides coverage for the CEO's spouse,
including coverage for future cancer treatments.
(vi) If the CEO's employment is terminated in circumstances
entitling the CEO to a Severance Benefit as provided in Section 10(iv) or
Section 10(v) hereof, the CEO shall be entitled to the following benefits:
(1) the Company shall pay to the CEO, as severance pay and in
lieu of any further salary or Bonus for periods subsequent to the CEO's
termination date, an amount in cash equal to the amount listed on Exhibit B;
(2) for the period specified on Exhibit B, subsequent to the
CEO's termination of employment, the Company shall at its expense continue on
behalf of the CEO and his dependents and beneficiaries, the medical and dental
benefits, life insurance, short term disability insurance and long-term
disability insurance which were being provided to the CEO at the time of
termination of employment. The benefits provided in this Subsection 10(vi)(2)
shall be no less favorable to the CEO, in terms of amounts and deductibles and
costs to the CEO, than the coverage provided the CEO under the plans providing
such benefits at the time a notice of
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termination is given either by the Company or the CEO, as the case may be. The
Company's obligation hereunder to provide the foregoing benefits shall terminate
if the CEO obtains coverage under a subsequent employer's medical and dental,
life insurance, short-term disability insurance and or long-term disability
insurance benefit plans;
(3) the amounts provided for in Section 10(vi)(1) shall be paid
in the same periodic installments as the CEO's salary has been paid prior to the
termination date commencing on the CEO's termination date; provided, however,
that the Company shall pay the balance of the CEO's Severance Benefit then
unpaid in a single lump sum payment within fifteen (15) days after the CEO's
commencement of employment with a new employer. Any pro rata Bonus due and
payable as specified in Exhibit B will be paid within thirty (30) days after the
CEO's termination of employment. No benefit payable hereunder will be reduced if
the CEO takes other employment.
Notwithstanding the foregoing, if any payment to or for the benefit
of the CEO under this Agreement either alone or together with other payments to
or for the benefit of the CEO would constitute a "parachute payment" (as defined
in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")),
the payments under this Agreement shall be reduced to the largest amount that
will eliminate both the imposition of the excise tax imposed by Section 4999 of
the Code and the disallowance of deductions to the Company under Section 280G of
the Code for any such payments. The amount and method of any reduction in the
payments under this Agreement pursuant to this paragraph shall be as reasonably
determined by the Compensation Committee of the Board.
11. Termination by CEO. This Agreement may be terminated by the CEO
upon sixty (60) days prior written notice by the CEO to the Company in the event
that the Board of Directors shall not continue to require that all of the
operating presidents of the Company's divisions and the Chief Financial Officer
of the Company report directly to the CEO who shall have direct authority and
oversight over such individuals. The CEO may not terminate this Agreement
pursuant to this Section 11 if during the aforesaid sixty (60) day notice
period, the Company shall again require the operating presidents and the Chief
Financial Officer to report directly to the CEO. In the event that the CEO
terminates this Agreement (a "CEO Termination") the Company shall pay to the CEO
the Severance Benefit as provided in Section 10(vi).
12. Integration. This Agreement contains all the understandings and
representations between the CEO and the Company pertaining to the subject matter
hereof and supersedes all undertakings and agreements, whether oral or written,
if any there be, previously entered into by the CEO and the Company with respect
thereto.
13. Amendment. No provision of this Agreement may be amended or
modified unless such amendment or modification is agreed to in writing and
signed by the CEO and by a duly authorized representative of the Company.
14. Notice. Any notice to be given hereunder shall be in writing and
delivered personally or sent by certified mail, return receipt requested,
addressed to the party concerned at
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the address indicated below or at such other address as such party may
subsequently designate by like notice:
If to the Company:
Access Worldwide Communications, Inc.
Suite 300
4950 Blue Lake Drive
Boca Raton, Florida 33431
Attention: Chairman of the Board
If to the CEO:
Mr. Michael Dinkins
c/o Access Worldwide Communications, Inc.
Suite 300
4950 Blue Lake Drive
Boca Raton, Florida 33431
15. Withholding. Anything to the contrary notwithstanding, all
payments required to be made by the Company hereunder to the CEO shall be
subject to withholding of such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law or
regulation.
16. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Florida applicable in the case of agreements made and entirely performed in such
State.
17. Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or any breach hereof, shall, except as provided in Section 8
hereof, be settled by arbitration in accordance with the rules of the American
Arbitration Association then in effect and judgment upon such award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The
arbitration award shall include an award of attorneys' fees to the prevailing
party. The arbitration shall be held in the Boca Raton, Florida metropolitan
area.
18. Prior Agreements. Each of the parties acknowledges and agrees
that upon the execution of this Agreement by both the CEO and the Company, the
CEO's prior Employment Agreement with the Company dated August 1, 1997 and the
Severance Arrangements/Closing Inducement Agreement with the Company dated June
18, 1999 (collectively, the "Prior Agreements") shall both be terminated as of
the Effective Date and neither the CEO nor the Company shall have any further
rights or obligations under the Prior Agreements. Notwithstanding the foregoing,
nothing herein shall affect the terms and conditions of any of the Existing
Options previously granted to the CEO.
If the foregoing accurately sets forth our agreement, please
indicate the CEO's acceptance hereof on the enclosed counterpart of this letter
and return such counterpart to the Company.
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Very truly yours,
ACCESS WORLDWIDE COMMUNICATIONS, INC.
By: /s/ Stephen F. Nagy
------------------------------------
Name: Stephen F. Nagy
Title: Chairman of the Board
Accepted:
/s/ Michael Dinkins
- -----------------------------------
Michael Dinkins
EXHIBIT A
Michael Dinkins Job Responsibilities
The CEO will have responsibilities appropriate to his position
including, but not limited to, the following:
(i) General management responsibility for the operations of the Company;
(ii) Managing the Company's operating units to ensure growth,
profitability and the best possible strategic positioning including
the direct oversight of, and authority over, all of the presidents
of the Company's operating units who shall report directly to the
CEO throughout the term of this Agreement;
(iii) Directly overseeing the Company's corporate management activities;
(iv) Supporting and mentoring key management staff at the corporate and
operating level;
(v) Driving growth of the Company through acquisition and internal
growth;
(vi) Monitoring and protecting the financial soundness of the Company by
directly overseeing the activities of the Chief Financial Officer of
the Company who shall report directly to the CEO throughout the term
of this Agreement;
(vii) Taking actions necessary to maximize shareholder value;
(viii) Creating and instilling a strong and highly ethical corporate
culture;
(ix) Reporting to and taking direction from the Board of Directors; and
(x) Such other duties appropriate to his position as the Board of
Directors shall assign to him from time to time.
EXHIBIT B
Benefits
I. Amount of Severance Benefit:
(a) 1.0 times the CEO's Base Salary in effect immediately prior to the
termination until December 31, 2000 and then increasing to 1.1 times the
CEO's Base Salary if termination occurs anytime from January 1, 2001 to
December 31, 2001 and thereafter increasing by increments of 0.1 for each
subsequent year with a maximum severance benefit of 1.5 times the CEO's
Base Salary; and
(b) a pro rata share of the CEO's Bonus if earned based on bonus criteria
established by the Board for such year.
II. The period applicable for Section 10(vi)(2) is eighteen (18) months.