Exhibit 10.2




	

  


  	

  Michael J. Graham


  Executive Vice President


  Corporate

  Secretary


  





 




July 22, 2002




 




Mr. Patrick W. Gross




AMS Building




4050 Legato Road




Fairfax, VA 22033-4033




 




 




Dear Pat:




 




In my role as Corporate Secretary, on behalf

of the Board of Directors of Aegis Communications Group, Inc. I am pleased to

present you with an offer to join the Board as a director and Chairman. This

offer is subject to your acceptance and to the ratification by the Board of

Directors via an authorized board resolution. The Board would like to offer the

following to you:




 




Title: Director and

Chairman of the Board of Directors, Member of the Operating Committee




 




Description

of the Role: The primary responsibilities of this position

shall include:




•      Chairing the Board




•      Coaching, mentoring, and monitoring the

Company’s executive management team




•      Assisting in the formulation and execution

of corporate strategy




•      Selective participation in key sales calls

and other high-level client interaction




 




Time

Commitments: The Board recognizes that this position is a

non-executive role and does not require your full time commitment. However, the

Board wishes to ensure that you will be able to dedicate sufficient time to

fulfill the expectations of the Chairman role. To that end, we expect the minimum

time commitments would include:




•      Attendance at four regular scheduled board

meetings per year, one annual meeting of shareholders, and board committee

meetings as appropriate




•      Participation in regularly scheduled

Operating Committee meetings and conference calls




•      A monthly meeting with the executive team




•      Certain top-to-top sales calls with key

clients




•      As part of your transition into the role,

approximately five days per month will be dedicated to Aegis through December

31, 2002. In 2003, mutually agreed upon time commitments will be established.




 




Compensation: Due to the

requirements of this position, we are compensating you for your time as

follows:




•      From June 15, 2002 to December 31, 2002, a

monthly retainer of $12,500 (pro rata for June 2002), partially reflecting your

investment of additional time to become oriented with the Company




•      The monthly retainer amount will be

revisited and possibly adjusted downward as of January 2003, to be mutually

determined between you and the Board by November 1, 2002 based on expected time

commitments going forward




 




Equity in

the Company: To fully align you in the role as Chairman with

the interest of our shareholders, we are offering you 500,000 options to

purchase common shares of the company’s stock, subject to the company’s 1998

Stock Option Plan as Amended. The options will vest pro-ratably over a

three-year period with a strike price equal to the closing price of the

Company’s common stock on the date of grant by the Compensation Committee

(anticipated as August 8, 2002). The options would fully vest upon a change of

control or upon your removal from the Board without cause. Similar to the

executive management of the Company, future grants will be considered by the

board and Compensation Committee in the ordinary course of business.




 




Other: You will be

reimbursed for all reasonable out of pocket expenses in accordance with the

Company’s travel policy. It is understood that your travel will generally be to

and from Washington, DC or Seattle, Washington. You will be provided with an

indemnity agreement for your role as a director as provided to all directors.




 




Pat, we are pleased to welcome you to Aegis

and look forward to working with you to further grow our company.




 




Sincerely,




 




/s/ Michael J. Graham




Michael J. Graham




 




Accepted:




 




/s/ Patrick W. Gross




Patrick W. Gross




 




Date: