Exhibit
10.4


 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


This Separation Agreement and General Release
(“Agreement”) is made and entered into as of November 11, 2004 (the
“Execution Date”), by and among Aegis Communications Group, Inc., a
Delaware Corporation (the “Parent”), Advanced Telemarketing Corporation,
a Nevada corporation (“ATC”), IQI, Inc., a New York corporation (“IQI”)
(together, Parent, ATC, and IQI are referred to as the “Company”), and
John Scot Brunke (“Brunke” or “Employee”).


 


RECITALS


 


Whereas, Employee was employed by the Company
and served as President and Chief Financial Officer of the Parent and Chief
Financial Officer of IQI and ATC and has entered into an Employment Agreement
with the Company dated as of March 30, 2004, a copy of which is attached
hereto as Exhibit A  (the “Employment
Agreement”).


 


Whereas, the Company terminated Employee’s
employment relationship with the Company effective as of October 22, 2004
(the “Termination Date”).


 


Whereas, the parties desire to provide for an
orderly transition and termination of the employment relationship and to settle
fully and finally, in the manner set forth herein, any and all existing or
potential claims and controversies arising out of the relationship between
Employee and the Company.


 


Now, therefore, in consideration of the
mutual acts, payments, and promises described and agreed to be performed
herein, Employee and the Company agree as follows:


 


1.                                       Resignation.  Employee hereby tenders his resignation from
his positions as director of the Parent and all other director and officer
positions he holds with the Company and its subsidiaries and affiliates
effective as of the Termination Date.


 


2.                                       Severance
from Employment.  Employee
acknowledges that his employment as President and Chief Financial Officer of
the Parent, Chief Financial Officer of IQI and ATC and any other officer
positions Employee holds with the Company and its subsidiaries ceased as of the
Termination Date.  Except as otherwise
expressly provided for herein, Employee acknowledges and agrees that he ceased
to accrue any rights under any pension or compensation plan of the Company
(including without limitation any stock option plan, grant or agreement) after
the Termination Date.


 


3.                                       Payment of
Wages and Earned Benefits.  Except as
provided otherwise in this Agreement, on the Execution Date the Parent agrees
to pay Employee all salary and to provide all employee benefits (including
reimbursement for expenses) to which Employee is entitled pursuant to the
Employment Agreement.  Amounts owed to
Employee as of the Execution Date under the forgoing sentence for vacation days
accrued but not taken equal $9,615.20 and will be paid on the Execution
Date.  Within 14 days of the Employee’s
delivery to the Parent of evidence of the expenses which were incurred during
Employee’s employment with the Company and which are reimbursable in accordance
with policies of the Company in effect prior to the Termination Date, the
Parent will reimburse Employee for all such expenses.


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


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4.                                       Severance
Payments.  In
consideration of this Agreement, the Company agrees to pay Employee a total of
$100,000, to be paid over a period of five months, payable as follows: (a) one
installment of $20,000 payable on the Execution Date and (b) eight consecutive
installments of $10,000, subject to any appropriate withholdings for tax
reasons, payable in accordance with the Parent’s standard payroll practices on
a bi-weekly basis.  The first such
$10,000 installment shall be payable on or about November 15 and the
remaining seven installments shall be payable on each bi-weekly payroll payment
date of the Company thereafter to and including the bi-weekly payment date
occurring on or about February 28, 2005. 
Employee and Company agree that included within this $100,000 is the
$60,000 payable under Section 9 of the Employment Agreement.  Employee will be entitled to medical, dental,
life insurance, and short-term and long-term disability benefits (including
coverage for Employee’s immediate family) through and until the eighth and
final bi-weekly severance payment, on the same basis as provided by the Company
prior to the Termination Date, if any, or as subsequently provided by the Company
to other executive officers at the same level as Employee immediately prior to
the Termination Date.


 


5.                                      Modification
to and Ratification of Employment Agreement.  Section 9 of the Employment
Agreement is hereby modified as follows:


 


(a)                                 The phrase “for a
period of 6 months after the termination of such employment” used therein is
amended to read “for a period of 5 months (ending on March 22, 2005) after
the termination of such employment”;


 


(b)                                The sentence therein
that reads “Accordingly, Employee agrees
that the restricted period following the term of employment will have a
duration of 6 months, and the regularly scheduled expiration date of such
covenant will be extended by the same amount of time that Employee is
determined to have violated such covenant.” is amended in its entirety to read
as follows:


 


Accordingly, Employee agrees that the restricted period following the
term of employment will end on March 22, 2005 and the regularly scheduled
expiration date of such covenant will be extended by the same amount of time
that Employee is determined to have violated such covenant.


 


(c)                                 Section 13(j) of the Employment Agreement is amended in its
entirety to read as follows:


 


(j)                                     THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.  All
claims, disputes, and controversies arising out of or relating to this
Agreement or the performance, breach, validity, interpretation, application, or
enforcement hereof, including any claims for equitable relief or claims based
on contract, tort, statute, or any alleged breach, default, or
misrepresentation in connection with any of the provisions hereof, will be
resolved by binding arbitration. 
Provided, however, an aggrieved party may petition a federal or state
court of competent jurisdiction in Dallas County, Texas for interim injunctive
or


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


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other equitable
relief to preserve the status  quo until arbitration can be
completed in the event of an alleged breach of Section 9 of this
Agreement.  A party may initiate
arbitration by sending written notice of its intention to arbitrate to the
other party and to the American Arbitration Association (“AAA”) office
located in Dallas, Texas (the “Arbitration Notice”).  The Arbitration Notice will contain a
description of the dispute and the remedy sought.  The arbitration will be conducted at the
offices of the AAA in Dallas, Texas before an independent and impartial
arbitrator who is selected in accordance with the Commercial Arbitration Rules
and Mediation Procedures established by the AAA in effect at the time of the
arbitration (the “AAA Rules”).  In
no event may the demand for arbitration be made after the date when the
institution of a legal or equitable proceeding based on such claim, dispute, or
other matter in question would be barred by the applicable statute of
limitations.  The arbitration and any
discovery conducted in connection therewith will be conducted in accordance
with the AAA Rules; provided, however, that the parties will have the right to
exchange at least one set of written discovery requests in accordance with the
Federal Rules of Civil Procedure, and each party will have the right to take at
least two depositions.  The decision of
the arbitrator(s) will be final and binding on all parties and their successors
and permitted assignees.  The judgment
upon the award rendered by the arbitrator(s) may be entered by any court having
jurisdiction thereof.  The arbitrator(s)
will be selected no later than 30 days after the date of the Arbitration
Notice.  The arbitrator(s) will render a
decision no later than 30 days after the close of the hearing, in accordance
with AAA Rules, and the arbitrator’s decision will include an award of costs
(including attorneys’ fees to the prevailing party).


 


Employee acknowledges, confirms, and ratifies
the terms of Sections 9, 10, 11 and 13 of the Employment Agreement as
modified hereby.


 


6.                                       Complete
Releases.  (a) In consideration of
the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER
DISCHARGES the Company and each of its past and present parents, subsidiaries,
affiliates, shareholders, directors, officers, attorneys, accountants, agents,
employees, and representatives, from ANY and ALL causes of action, claims,
damages, losses, costs, expenses (including attorney’s fees) and all other
liabilities, indebtedness and obligations that Employee may have against the
Company or the Company may owe the Employee which have arisen prior to the
Execution Date in connection with or have arisen out of Employee’s employment
or separation from employment with the Company or his service as an officer or
director of the Company or any other matter related to his association with the
Company: (i) including any of the same arising in connection with the
Employment Agreement and any compensation due thereunder, whether known or
unknown, existing as of the Execution Date but (ii) excluding from such
release however, the obligations, indebtedness and liability of the Company
under Sections 3, 4, and 6(d) and the other provisions of this Agreement
and the rights of Employee under any officer and director liability insurance
provided by the Company (the obligations described in this clause (ii), herein
the “Excluded Obligations”). 
Other than with respect to the Excluded Obligations, the Employee agrees
that the Company does not owe Employee any other monetary payments, including
compensation for employment by the Company such as salary, bonus, or
otherwise.  Notwithstanding the
foregoing, nothing


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


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herein will constitute a release of the Company from causes of action,
claims, damages, losses, costs, expenses (including attorney’s fees) or other
liabilities, indebtedness and obligations which may arise from acts or
omissions by the Company after the Execution Date or in contravention of this
Agreement.


 


(1)                                  These
releases and waivers include, but are not limited to (but only to the extent
not included in the Excluded Obligations) the following: Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in
Employment Act, the Employee Retirement Income Security Act of 1974, the
Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay
Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor
Standards Act, the Occupational Safety and Health Act, the Family and Medical
Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the
Texas Workers’ Compensation Act, any causes of action or claims arising under
analogous state laws or local ordinances or regulations, any common law principle
or public policy, including all suits in tort or contract, or under the Company’s
personnel policies or any contract of employment that may exist between
Employee and the Company.


 


(2)                                  Employee
knowingly and voluntarily waives any existing rights he may have pursuant to
the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit
Protection Act.  Further, Employee
acknowledges the receipt of good and valuable consideration set forth in this Agreement
in exchange for this waiver of potential claims in addition to anything of
value to which Employee is already entitled, including specifically mutual
releases.  Employee does not waive any
claims that arise after the date of execution of this Agreement.  Employee is advised to consult with an
attorney prior to executing this Agreement.


 


(b) In consideration of the promises made in
this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee
and each of his attorneys, accountants, agents and other representatives from
ANY and ALL causes of action, claims, damages, losses, costs, expenses
(including attorney’s fees) and all other liabilities, indebtedness and
obligations that Company may have against the Employee (or any such
representatives) or the Employee (or any such representatives) may owe the
Company which have arisen prior to the Execution Date in connection with or
have arisen out of Employee’s employment or separation from employment with the
Company or his service as an officer or director of the Company or any other
matter related to his association with the Company, including, without
limitation, any of the same arising in connection with the Employment
Agreement, whether known or unknown, existing as of the Execution Date.  Notwithstanding the foregoing, nothing herein
will constitute a release of Employee from causes of action, claims, damages,
losses, costs, or expenses (including attorney’s fees) or other liabilities,
indebtedness and obligations which may arise from acts or omissions of Employee
after the Execution Date or in contravention of this Agreement.  Employee acknowledges that he is given up to
21 days in which to consider his release under the Age Discrimination in
Employment Act of 1967, and an additional seven days after his actual execution
of this Agreement in which to revoke this his waiver with respect to the Age


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


4





















 


Discrimination in Employment Act of 1967, in which case, at the option
of the Company, this entire Agreement may be made null and void.


 


(c) It is expressly agreed and understood by
Employee and the Company that Sections 6(a)-(d) of this Agreement
constitutes a general release subject to the exclusions set forth therein.


 


(d) The Company will indemnify and hold
harmless the Employee in respect of his acts or omissions as a director,
officer, employee, or consultant and in respect of the actions of the board of
directors of the Company through and until the Execution Date to the same
extent and with the same limitations as if he was an officer of the Company to
the fullest extent permitted by the Texas Business Corporation Act, as amended,
and the Company’s articles of incorporation, bylaws and officer and director
liability insurance polices in effect on the date of this Agreement, and will
indemnify and hold harmless the Employee in respect of any claims, liabilities,
obligations, or expenses in respect of or relating to this Agreement and the
transactions contemplated hereby.


 


7.                                      Nature of the
Agreement.  This Agreement and all
its provisions are contractual, not mere recitals, and will continue in
permanent force and effect, unless revoked as provided herein.  In the event that any portion of this
Agreement is found to be unenforceable for any reason whatsoever, the
unenforceable provision will be severed and the remainder of the Agreement will
continue in full force and effect.


 


8.                                      Intentionally
Omitted


 


9.                                       Miscellaneous.
(a) Any notice, demand, or request required
or permitted to be given or made under this Agreement will be in writing and
will be deemed given or made when delivered in person, when sent by United
States registered or certified mail, or postage prepaid, or when telecopied to
a party at its address or telecopy number specified below:


 


If to the Company:


 


Aegis
Communications Group, Inc.


7880 Bent
Branch Drive, Suite 150


Irving,
Texas  75063


Attn:    President
or Chief Executive Officer


Telecopy
number:  (972) 830-1804


 


With a copy to:


 


Hughes &
Luce, L.L.P.


1717 Main
Street


Suite 2800


Dallas,
Texas  75201


Attn: David G.
Luther


Telecopy
number:  (214) 939-5849


 


If to Employee:


 


John Scot
Brunke


6609 Indian
Trial


Plano, TX
75024  


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


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The parties to this Agreement may change
their addresses for notice in the manner provided above.


 


(b)                                         All section titles and captions in this
Agreement are for convenience only, will not be deemed part of this Agreement,
and in no way will define, limit, extend, or describe the scope or intent of
any provisions hereof.


 


(c)                                          Whenever the context may require, any pronoun
used in this Agreement will include the corresponding masculine or neuter
forms, and the singular form of nouns, pronouns, and verbs will include the plural
and vice versa.


 


(d)                                         The parties will execute all documents, provide
all information, and take or refrain from taking all actions as may be
reasonably necessary or appropriate to achieve the purposes of this Agreement.


 


(e)                                          This Agreement will be binding upon and inure to
the benefit of the parties hereto, their representatives and permitted
successors and assigns.  Except for the
provisions of Section 5 of this Agreement, which are intended to
benefit the Company’s affiliates as third party beneficiaries, or as otherwise
expressly provided in this Agreement, nothing in this Agreement, express or
implied, is intended to confer upon any person other than the parties to this
Agreement, their respective representatives and permitted successors and assigns,
any rights, remedies or obligations under or by reason of this Agreement.


 


(f)                                            This Agreement, and the Employment Agreement
which is ratified and modified herein, constitutes the entire agreement among
the parties hereto pertaining to the specific subject matter hereof.  To the extent not expressly superseded by the
provisions of this Agreement, any conflict between the provisions of the
Employment Agreement and this Agreement will be controlled by the provisions of
this Agreement.


 


(g)                                         None of the
provisions of this Agreement will be for the benefit of or enforceable by any
creditors of the parties, except as otherwise expressly provided herein.


 


(h)                                         No failure by any party to insist upon the strict
performance of any covenant, duty, agreement, or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof will
constitute waiver of any such breach or any other covenant, duty, agreement, or
condition.


 


(i)                                             This Agreement may be executed in telecopy format
and/or in counterparts, all of which together will constitute one agreement
binding on all the parties hereto, notwithstanding that all such parties are
not signatories to the original or the same counterpart.


 


(j)                                             THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO TEXAS
PRINCIPLES OF CONFLICTS OF LAW.


 


(k)                                          All claims, disputes, and controversies arising
out of or relating to this Agreement or the performance, breach, validity,
interpretation, application, or enforcement hereof, including


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


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any claims for equitable relief or claims
based on contract, tort, statute, or any alleged breach, default, or
misrepresentation in connection with any of the provisions hereof, will be
resolved by binding arbitration in accordance with the arbitration provisions
set forth in the Employment Agreement, as modified by this Agreement.


 


(l)                                             If any provision of this Agreement is declared or
found to be illegal, unenforceable, or void, in whole or in part, then the
parties will be relieved of all obligations arising under such provision, but
only to the extent that it is illegal, unenforceable, or void, it being the
intent and agreement of the parties that this Agreement will be deemed amended
by modifying such provision to the extent necessary to make it legal and
enforceable while preserving its intent or, if that is not possible, by
substituting therefore another provision that is legal and enforceable and
achieves the same objectives.


 


(m)                                       No supplement, modification, or amendment of this
agreement or waiver of any provision of this Agreement will be binding unless
executed in writing by all parties to this Agreement.  No waiver of any of the provisions of this
Agreement will be deemed or will constitute a waiver of any other provision of
this Agreement (regardless of whether similar), nor will any such waiver
constitute a continuing waver unless otherwise expressly provided.


 


(n)                                         No party may assign this Agreement or any rights
or benefits thereunder without the written consent of the other parties to this
Agreement.


 


(o)                                         In the event Employee should die before all of
the payments referred to in Sections 3, 4, or 6(d) are paid, the Company
shall continue to make payments to the Employee’s spouse, or if he Employees
spouse predeceases Employee, to the Employee’s estate.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK.]


 


	
  /s/ S.B.

  	
   

  	
  /s/ R.F.

  	
   

  	
   

  
	
  Brunke

  	
   

  	
  Company

  	
   

  	
   

  



 


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EXECUTED as of
the date first above written.


 


	
   

  	
  AEGIS
  COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Ferry

  	
   

  
	
   

  	
  Name:

  	
  Richard A. Ferry

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED
  TELEMARKETING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Ferry

  	
   

  
	
   

  	
  Name:

  	
  Richard A. Ferry

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Ferry

  	
   

  
	
   

  	
  Name:

  	
  Richard A. Ferry

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  John Scot Brunke

  	
   

  
							



 


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EXHIBIT
A


 


EMPLOYMENT
AGREEMENT


 


See attached.