EX-10.05



 Exhibit 10.05 
  





 
  

			
	To:	  	Scott Etzler
	From:	  	West Corporation Compensation Committee
	Date:	  	March 13, 2017
		
	Re:	  	Exhibit A

 This Exhibit A is delivered pursuant to your Employment Agreement and sets forth your 2017 base salary and incentive
compensation applicable to your position as President for the Unified Communications Services business unit and as President for the West Revenue Generation Services business unit. 

 

	 	1.	Your base salary for 2017 is $575,000 effective January 1, 2017. 

  

	 	2.	Effective January 1, 2017, you will be eligible to receive an annual incentive based upon the combined Unified Communications Services and Revenue Generation business unit revenue (“Revenue”), weighted at
20%, the combined Unified Communications and Revenue Generation Adjusted Net Operating Income (“Adjusted NOI”), weighted at 50%, and West Corporation’s publicly reported Adjusted Earnings per Share from Continuing Operations –
Diluted (“Adjusted EPS”), weighted at 30%, in each case, as adjusted pursuant to Section 3 below and subject to the cap set forth below. Revenue will be calculated in accordance with generally accepted accounting principles. Adjusted
NOI will be calculated using the same methodology as West’s publicly reported Adjusted EPS. All calculations will be based on 2017 fiscal year results. Your incentive will be calculated as follows based upon an annual target incentive of
$575,000: 

 Component 1: Incentive payout grid based on Revenue 

 

													
	 Revenue (In Mil$)
	 	  	Total
% of Target
Incentive Factor	 	 	% of Target
Incentive Paid
(20% Weighting)	 	 	 
	$	1,515.0	 	  	 	200	% 	 	 	40.0	% 	 	Maximum
	$	1,470.0	 	  	 	125	% 	 	 	25.0	% 	 	
	$	1,444.5	 	  	 	100	% 	 	 	20.0	% 	 	Target
	$	1,420.0	 	  	 	65	% 	 	 	13.0	% 	 	
	$	1,305.0	 	  	 	0	% 	 	 	0.0	% 	 	Threshold
				  				 				 	

 For the incentive payout based on Revenue, the amount paid will be extrapolated as needed between revenue range points to
the nearest tenth percent. 








 



 
  

 Component 2: Incentive payout grid based on Adjusted NOI 

 

													
	 Adjusted
NOI (In
Mil$)
	 	  	Total
% of Target
Incentive Factor	 	 	% of Target
Incentive Paid
(50% Weighting)	 	 	 
	$	335.0	 	  	 	200	% 	 	 	100.0	% 	 	Maximum
	$	327.4	 	  	 	125	% 	 	 	62.5	% 	 	
	$	318.0	 	  	 	100	% 	 	 	50.0	% 	 	Target
	$	308.0	 	  	 	65	% 	 	 	32.5	% 	 	
	$	300.0	 	  	 	0	% 	 	 	0.0	% 	 	Threshold

 For the incentive payout based on Adjusted NOI, the amount paid will be extrapolated as needed between revenue range points
to the nearest tenth percent. 
 Component 3: Incentive payout grid based on Adjusted EPS 

 

													
	 Adjusted
EPS
	 	  	Total
% of Target
Incentive Factor	 	 	% of Target
Incentive Paid
(30% Weighting)	 	 	 
	$	3.10	 	  	 	200	% 	 	 	60.0	% 	 	Maximum
	$	3.02	 	  	 	125	% 	 	 	37.5	% 	 	
	$	2.91	 	  	 	100	% 	 	 	30.0	% 	 	Target
	$	2.79	 	  	 	65	% 	 	 	19.5	% 	 	
	$	2.72	 	  	 	0	% 	 	 	0.0	% 	 	Threshold

 For each $.01 of Adjusted EPS: 

From $3.02 to $3.10, additional 2.8125% in % of Target Incentive Paid. 

From $2.91 to $3.02, additional 0.6818% in % of Target Incentive Paid. 

From $2.79 to $2.91, additional 0.8750% in % of Target Incentive Paid. 

From $2.72 to $2.79, additional 2.7857% in % of Target Incentive Paid. 

The maximum total incentive which may be earned pursuant to this Section 2 is $1,150,000 in the aggregate. 

 

	 	3.	For 2017 incentive calculations, Revenue, Adjusted NOI, and Adjusted EPS will be adjusted up or down to reflect the average foreign exchange rates for 2016. All metrics are based on West Corporation’s and its
affiliates’ consolidated operations. Revenue used is as reported for externally reported financial statements at the business unit segment level. Financial results arising from extraordinary items, mergers, acquisitions, and joint ventures
completed during 2017 may be included in the incentive calculation on a case by case basis, as determined by the Compensation Committee. Any resulting adjustment to Adjusted EPS will apply the same rounding conventions used for publicly reported
Adjusted EPS. Adjusted NOI for purposes of incentive calculations will be adjusted up or down to reflect corporate allocations assumed in the 2017 Budget rather than actual corporate allocations. 


  
 2 









 



 
  


	 	4.	100% of the incentive earned will be paid annually, no later than March 15, 2018. 


	
	
	/s/ Scott Etzler
	Employee – Scott Etzler



  
 3