exv10w2



 







Exhibit 10.2




WEST CORPORATION

SENIOR MANAGEMENT TRANSACTION BONUS PLAN




Article 1. Purpose




          The West Corporation Senior Management Transaction Bonus Plan (the “Plan”) is intended to
reward selected officers and key employees of West Corporation and its affiliated companies
(collectively, the “Company”) who continue to provide services to the Company until the
consummation of the merger of Omaha Acquisition Corp. with and into the Company pursuant to the
terms and conditions of the Merger Agreement, as defined below (the “Merger”), and to reward such
officers and key employees for their contributions toward a successful completion of the Merger.




Article 2. Definitions.





	 	(a)	 	“Cause” shall have the meaning set forth in the employment agreement,
if any, between the Company and the Participant; provided that if no agreement
containing such definition is in effect, then “Cause” shall be deemed to exist if, and
only if, the Chief Executive Officer and the Chief Operating Officer of the Company, in
good faith, determine that the Participant has engaged, during the performance of his
or her duties, in significant objective acts or omissions constituting dishonesty,
willful misconduct or gross negligence relating to the business of the Company.
	 
	 	(b)	 	“Committee” means the Compensation Committee of the Board of Directors
of West Corporation.
	 
	 	(c)	 	“Company” has the meaning set forth in Article 1 of the Plan.
	 
	 	(d)	 	“Effective Time” has the meaning ascribed to such term in the Merger
Agreement.
	 
	 	(e)	 	“Merger” has the meaning set forth in Article 1 of the Plan.
	 
	 	(f)	 	“Merger Agreement” means the merger agreement between the Company and
Omaha Acquisition Corp. dated as of May 31, 2006.
	 
	 	(g)	 	“Merger Agreement Date” means the date on which the Merger Agreement is
executed by the Company and Omaha Acquisition Corp.
	 
	 	(h)	 	“Participant” means an officer or key employee of the Company who is
listed on Schedule A hereto.
	 
	 	(i)	 	“Plan” means this Senior Management Transaction Bonus Plan.
	 
	 	(j)	 	“Transaction Incentive Bonus” means the bonus for which a Participant
is eligible pursuant to Article 5 of the Plan.




 









 











Article 3. Effective Date of Plan.




          This Plan is effective as of the Merger Agreement Date, provided, however,
that if the Merger Agreement is terminated prior to the consummation of the Merger, then this Plan
and the Company’s obligations hereunder shall automatically terminate at the same time.




Article 4. Eligibility.




          The Participants in the Plan shall include only those officers and key employees of the
Company who are employed by the Company as of the Merger Agreement Date and listed on Schedule A
hereto.




Article 5. Transaction Incentive Bonuses.




          Each Participant who remains continuously employed by the Company from the Merger Agreement
Date through the Effective Time of the Merger, or whose employment is terminated by the Company
without Cause prior to the Effective Time of the Merger at the direction or request of Omaha
Acquisition Corp., shall be entitled to a Transaction Incentive Bonus in an amount equal to the
Base Bonus Amount set forth on Schedule A hereto. The Committee, in its sole discretion, may
increase a Participant’s Transaction Incentive Bonus to reflect such Participant’s extraordinary
service to the Company during the period prior to the Effective Time; provided that such increase
shall not cause the aggregate Transaction Incentive Bonus payable to a Participant to exceed the
Maximum Bonus Amount set forth on Schedule A hereto. Transaction Incentive Bonuses shall be paid
in cash not later than five (5) business days after the Effective Time. A Participant whose
employment with the Company terminates prior to the Effective Time for any reason other than a
termination by the Company without Cause at the direction or request of Omaha Acquisition Corp.
shall not be entitled to a Transaction Incentive Bonus; provided that in the event of the
Participant’s death or disability, the Committee, in its sole discretion, may pay out some or all
of the Participant’s Transaction Incentive Bonus to the Participant or his or her beneficiary,
heirs, executor, administrator or successors in interest.




Article 6. Administration.




          The Plan shall be administered by the Committee (or any successor thereto) consistent with the
purpose and terms of the Plan. The Committee (as constituted prior to the Effective Time) shall
have full power and authority to interpret the Plan, to select the employees eligible to
participate (subject to the terms of the Plan), to determine the amount of Transaction Incentive
Bonuses (subject to the terms of the Plan), and to make any other determinations and to take such
other actions as it deems necessary or advisable in carrying out its duties under the Plan,
including the delegation of such authority or power, where appropriate. All decisions and
determinations by the Committee shall be final, conclusive and binding on the Company, all
employees and any other persons having or claiming an interest hereunder.




Article 7. Amendment and Termination.




          The Plan shall terminate when the total amount of all Transaction Incentive Bonuses has been
paid to the respective Participants, or at such earlier time pursuant to Article 3 of the Plan.
The Plan may not be amended in any manner that is adverse to a Participant without




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the written
consent of such Participant, except as necessary to comply with or qualify for an exemption from
Section 409A of the Internal Revenue Code of 1986, as amended, or other applicable law.




Article 8. Miscellaneous.




     8.1. Benefits provided under the Plan shall be in addition to any increased payments or
accelerated vesting available under any other employee benefit plan, program or arrangement,
including an individual employment or severance agreement.



     8.2. No Transaction Incentive Bonus shall be taken into consideration for the calculation of
any pension, severance or other benefit under any employee benefit plan, program or arrangement,
except as shall be required by applicable law.



     8.3. The right of a Participant to receive a Transaction Incentive Bonus shall not be deemed a
right to continued employment prior to or after the Effective Time, and shall not entitle the
Participant to additional retention payments under any other retention program implemented by the
Company.



     8.4. No person shall have the power or right to transfer (other than by will or the laws of
descent and distribution), alienate or otherwise encumber such person’s interest under the Plan.
The provisions of the Plan shall inure to the benefit of each Participant and the Participant’s
beneficiaries, heirs, executors, administrators and successors in interest.



     8.5. The Company may make such provisions and take such action as it may deem necessary or
appropriate for the withholding of any taxes that the Company believes to be required by any law or
regulation of any governmental authority, whether Federal, state or local, to withhold in
connection with any Transaction Incentive Bonus.



     8.6. The Plan is binding on all persons entitled to benefits hereunder and their respective
heirs and legal representatives, on the Committee and its successor and on the Company and its
successors, whether by way of merger, consolidation, purchase or otherwise. Following the
Effective Time, the Plan shall be binding on the Surviving Corporation, as defined in the Merger
Agreement, to the same extent as if the Surviving Corporation had expressly assumed the Plan.



     8.7. The Plan and all determinations made and actions taken under the Plan shall be governed
by the laws of Nebraska (excluding the choice of law provisions thereof).



     8.8. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable, in
whole or in part, the unlawfulness, invalidity or unenforceability shall not affect any other parts
of the Plan, which parts shall remain in full force and effect.



     8.9. The timing under which a Participant has a right to receive any payment under the Plan
will automatically be modified, and a Participant’s rights under the Plan shall be limited as
necessary, to conform to any requirements under Section 409A of the Code, to the extent applicable
to this Plan.



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Schedule A




	 	 	 	 	 	 	 	 	 
	Participant	 	Base Bonus Amount	 	Maximum Bonus Amount
	Thomas B. Barker
	 	$	550,000	 	 	$	770,000	 
	 
	 	 	 	 	 	 	 	 
	Nancee R. Berger
	 	$	406,250	 	 	$	568,750	 
	 
	 	 	 	 	 	 	 	 
	Scott J. Etzler
	 	$	218,750	 	 	$	250,000	 
	 
	 	 	 	 	 	 	 	 
	Paul M. Mendlik
	 	$	191,250	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 
	Robert E. Johnson
	 	$	181,250	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 
	Steven M. Stangl
	 	$	212,500	 	 	$	250,000	 
	 
	 	 	 	 	 	 	 	 
	David C. Mussman
	 	$	117,500	 	 	$	400,000	 
	 
	 	 	 	 	 	 	 	 
	Darrell T. Hanna
	 	$	150,000	 	 	$	250,000	 
	 
	 	 	 	 	 	 	 	 
	James F. Richards, Jr.
	 	$	187,500	 	 	$	250,000	 







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