EXHIBIT NO. 10.12
(WEST (R) LOGO)
TO: MIKE STURGEON
FROM: NANCEE BERGER
DATE: FEBRUARY 11, 2005
RE: 2005 COMPENSATION PLAN - EXHIBIT A
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The compensation plan for 2005 while you are employed as Executive
Vice-President of Sales and Marketing for West Corporation is outlined below:
1. Your base salary will be $235,000.00. Should you elect to voluntarily
terminate your employment, you will be compensated for your services as an
employee through the date of your actual termination per your Employment
Agreement.
2. You are eligible to receive up to a $200,000 annual performance bonus for
West's Communication Services and West Asset Management (Consumer,
Commercial and 1st Party Collections only) aggregate revenue achieving plan
of $936M. The percent of plan achieved will apply to the bonus calculation
provided a minimum of 85% or $796M is achieved. This bonus will not exceed
$200,000. Up to $37,500 of this bonus will be available to be paid
quarterly and the total bonus will be trued up at the end of the year.
Revenue dollars which exceed the plan amount stated above will be bonused
at a rate factor of .0045. The excess bonus will be calculated at the end
of 2005 and will be paid no later than February 28, 2006.
3. You may also receive a quarterly performance bonus for three specific
revenue goals as outlined below. These specific revenue growth bonuses will
be calculated by applying year-to-date growth times the rate factor
indicated on the schedules below:
RATE FACTOR
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- 2005 West Asset Management, Inc. Revenue Growth Bonus
(schedule attached)
Up to $10M of revenue growth .005
$10M+ .01
- 2005 Home Agent Revenue Growth Bonus.
Revenue Growth .01
(not to include any West-designated DR transactions)
- 2005 West Interactive Corporation Growth Bonus
(no Account Services included in either year) .02
4. Bonuses will not be combined nor netted with any other bonus outlined in
this compensation plan. A maximum of 75% of each bonus calculation will be
paid thirty (30) days after the end of the quarter. A negative quarterly
calculation will result in a loss carry forward and will be trued up each
quarter and the total (100%) bonus true up will occur at the year end 2005
and will be paid no later than February 28, 2006.
5. In addition, if West Corporation achieves its publicly stated 2005 Net
Income range provided in December 2004, you will be eligible to receive an
additional one-time bonus of $50,000. This bonus is not to be combined or
netted together with any other bonus set forth in this agreement.
6. All objectives are based upon West Corporation operations and will not
include revenue derived from mergers, acquisitions, joint ventures, stock
buy backs or other non-operating income unless specifically and
individually approved by West Corporation's Compensation Committee.
7. At the discretion of executive management, you may also receive an
additional bonus based on your individual performance.
8. The benefit plans, as referenced in Section 7(i), shall include insurance
plans based upon eligibility pursuant to the plans. If the insurance plans
do not provide for continued participation, the continuation of benefits
shall be pursuant to COBRA. In the event Employee's benefits continue
pursuant to COBRA and Employee accepts new employment during the consulting
term, Employee may continue benefits thereafter to the extent allowed under
COBRA. In no event shall benefits plans include the 401K Plan or the 1996
Stock Incentive Plan.
/s/ Mike Sturgeon
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Employee - Mike Sturgeon
SCHEDULE
2004 2005 GROWTH
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COMMERCIAL 3,600 7,200 100%
FIRST PARTY 1,500 8,000 433%
CONSUMER - ATTENTION 11,100 13,000 17%
CONSUMER - WORLDWIDE 12,000 12,500 4%
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28,200 40,700 44%
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