Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made and entered on September 30, 2004, effective as of September 14,
2004 (the “Effective 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, ATC and IQI are referred to as the “Company”), and Richard Nelson
Ferry (“Employee”).


 


RECITALS:


 


The Company and the Parent desire to employ
Employee under the terms and conditions of this Agreement.  Employee represents that as of the effective
date of this Agreement, Employee is free from any other obligation of
continuing employment with his former employer.


 


Employee desires employment by the Company
and the Parent under the terms and conditions of this Agreement and further
desires to be granted access to the Company’s and the Parent’s proprietary
information.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth in this Agreement, the parties agree
as follows:


 


1.               Employment.  Subject to the terms and conditions set forth
in this Agreement, each of the Company and the Parent employ Employee, and
Employee accepts such employment by the Company and the Parent.


 


2.               Duties of
Employee.


 


(a)          Employee will initially
serve in the capacity of Chief Executive Officer of each of the Company and the
Parent, subject in each case to the reasonable supervision of the respective
Boards of Directors of the Company and the Parent.  In such capacity, Employee will have all
necessary powers to discharge his responsibilities, subject in each case to the
supervision and control of the Board of Directors.  Employee will report to the respective Boards
of Directors of the Company and the Parent. 
The respective Boards of Directors of the Company and the Parent may
from time to time redefine the title and duties of the Employee hereunder in
furtherance of the business of the Company and the Parent.


 


(b)         During the term of this
Agreement, Employee will devote his full business time and effort to the
performance and his duties and responsibilities as hereunder.  Notwithstanding the foregoing, Employee may
spend reasonable amounts of time on his personal civic and charitable activities
that do not interfere with the performance of his duties and responsibilities
to the Company and the Parent.


 


(c)          Employee will comply
with the written rules and regulations of the Company and the Parent respecting
their businesses and perform the reasonable directives and policies of the
Company and the Parent as they may from time to time be stated to Employee
verbally or in writing by the Board of Directors of each corporation.


 


(d)         Employee will comply with
the Company and Parent policy regarding maintenance of accurate business
records as may from time to time be required by the Company or the Parent.  Such records may be examined by the Company
or the Parent, as the case may be, at all reasonable times after written
request is delivered to Employee.  Any
such document will be delivered to the Company or the Parent, as the case may
be, promptly upon request.


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


1





















 


(e)          Employee agrees not to
solicit or receive any income or other compensation from any third party in
connection with his employment with the Company and the Parent.  The Employee agrees, upon written request by
the Company or the Parent, to render an accounting of all transactions relating
to his business endeavors during the term of his employment hereunder.


 


3.               Term.  The term of this Agreement (the “Term”) will
commence on the Effective Date and continue thereafter until terminated in
accordance with Section 8 of this Agreement.


 


4.               Salary.  Commencing on the Effective Date, the Parent
will pay Employee an annual base salary in the initial amount specified in Annex
A attached hereto, which salary will be payable in installments in
accordance with the Parent’s standard payroll practice, but not less than
bi-weekly.  Such base salary will not
include any benefits made available to Employee or any contributions or
payments made on his behalf pursuant to any employee benefit plan or program of
the Parent, including any health, disability or life insurance plan or program,
401K plan, cash bonus plan, stock incentive plan, retirement plan or similar
plan or program of any nature.  Employee’s
performance and base salary will be reviewed by the Parent’s Board of Directors
at least annually and, in the discretion of the Parent’s Board of Directors or
the compensation committee thereof, may be increased (but not decreased without
Employee’s consent) by such amount as the Parent’s Board of Directors or such
committee shall determine.  The Company
will have no separate salary obligation to Employee.


 


5.               Bonus
Compensation.  The Parent may pay to
Employee performance based bonuses in accordance with any bonus plans from time
to time adopted by the Board of Directors. 
The bonus plan described in Annex A is initially applicable to
Employee.


 


6.               Employee
Benefits.  During the term of this
Agreement, the Parent will provide Employee with all benefits made available
from time to time by the Parent to its employees generally and to executive
officers who hold positions similar to that of Employee, such benefits to be in
accordance with the Parent’s policies.


 


7.               Reimbursement of
Expenses.  The Parent will reimburse
Employee, in accordance with Parent and Company policy, for all expenses
actually and reasonably incurred by him in the business interests of the Parent
or the company.  Reimbursement will be
made to Employee upon appropriate documentation of such expenditures in
accordance with the Parent’s written policies.


 


8.               Termination.


 


(a)          Employee shall be deemed
an “at will” employee of the Company and the Parent, and either the Company or
the Parent will be entitled to terminate Employee’s employment at any time with
our without Cause (as defined in this Section 8), except as expressly
provided in Sections 9 and 10.  If the
Parent or the Company terminates Employee’s employment without Cause, the
Parent will continue to pay Employee’s then current base salary as severance
compensation for a period of (i) until the Employee has completed one year of
service hereunder, three month, and (ii) thereafter, six months.  The Company will have no separate obligation
to Employee with respect to severance compensation.  If Employee dies, is unable to perform his
duties and responsibilities as a result of disability that continues for 120
consecutive days or more or that exists for 180 days in any twelve month
period, voluntarily resigns from the Company or the Parent or is terminated for
Cause, the Parent will pay Employee (or his estate, executor or legal
representative, as appropriate) any salary that has accrued to the date
employment ceases, and the Parent’s obligations to pay additional salary or
cash compensation or benefits will terminate as of such date.


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


2





















 


(b)         If, within one year
following a Change of Control, the Parent or the Company terminates Employee’s
employment without Cause or substantially diminishes the duties and
responsibilities of Employee, then all unvested options, if any, previously
granted to Employee shall become immediately exercisable by Employee.  For purposes hereof, “Change of Control”
shall mean (i) a merger or consolidation of the Parent in which the
shareholders of the Parent immediately preceding such transaction own less than
50% of the surviving entity, or (ii) a sale of all or substantially all of the
assets of the Parent.


 


(c)          For purposes of this
Agreement, “Cause” will mean the occurrence of any of the following events:


 


i.              Performance by
Employee of any willful misconduct relating to the activities of the Company or
the Parent, or commission by Employee of any illegal or fraudulent acts or
criminal conduct which in the opinion of the Parent’s Board of Directors will
have or is reasonably likely to have a material adverse effect on the
profitability, reputation or goodwill of the Company or Parent;


 


ii.           A conviction of or nolo contendere plea by Employee for any
criminal acts involving moral turpitude having or reasonably likely to have a
material adverse effect upon the Company or the Parent, including, without
limitation, upon their profitability, reputation or goodwill;


 


iii.        Willful or grossly
negligent failure by Employee to perform his duties in a manner consistent with
the Company’s or the Parent’s best interests;


 


iv.       Willful refusal by Employee
to carry out reasonable instructions of the Company’s or the Parent’s Board of
Directors not inconsistent with the provisions of this Agreement;


 


v.          Violation by Employee of
the covenants and agreements contained in Sections 9, 10 or 11 of this
Agreement; or


 


vi.       Any other material breach
of Employee’s obligations hereunder, which he fails to cure within thirty (30)
days after receiving written notice thereof.


 


9.               Confidential
Information.  The Company and the
Parent covenant and agree that, immediately following the Effective Date (and
prior to termination of this Agreement for any reason), the Company and the
Parent will disclose to the Employee substantial Confidential Information (as
defined herein) relating to the business conducted and to be conducted by the
Company and the Parent.  Employee agrees
that he will not, except in the normal and proper course of his duties
hereunder, disclose or use, or authorize any third party to disclose or use,
any such Confidential Information without the prior written approval of the
Board of Directors of the Company and the Parent.  As used in this Section 10, “Confidential
Information” means information about any customer’s, supplier’s, the Company’s
or the Parent’s business methods, plans, operations, products, processes or
services including, but not limited to, information relating to research,
development, inventions, recommendations, programs, systems, and systems
analyses, flow charts, finances and financial statements, marketing plans and
strategies, merchandising, pricing strategies, merchandise sources, client
sources, system designs, procedure manuals, automated date programs, financing
methods, financial projections, terms and conditions or arrangements of any
business, computer software, terms and conditions of business arrangements with
client s or suppliers, reports, personnel procedures, supply and services
resources, names and addresses of clients, the Company’s or the Parent’s
contacts, names of professional advisors, and all other information


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


3





















 


pertaining to clients and suppliers, assets,
business interests, personnel data and all other information pertaining to the
Company or the Parent, clients or suppliers whatsoever, including all
accompanying documentation therefore. 
All information disclosed to Employee, or to which Employee has access
during the period of his employment, which is treated by the Employer as
Confidential Information, will be presumed to be Confidential Information
hereunder.  Confidential Information will
not, however, include information that (i) is publicly known or becomes publicly
known through no fault of Employee, (ii) is generally or readily obtainable by
the public, (iii) constitutes general skills, knowledge and experience acquired
by Employee before his employment with the Company and the Parent.


 


Employee agrees that all documents of any
nature pertaining to activities of the Company, the Parent or their affiliates,
or that include any Confidential Information, in his possession now or at any
time during the term of his employment, including without limitation,
memoranda, notebooks, notes, data sheets, records and computer programs are and
will be the property of such entity and that all copies thereof will be
surrendered to the appropriate entity upon termination of his employment.


 


10.         Restrictive Covenants.


 


(a)          Upon execution of this
Agreement, the Company and the Parent become contractually obligated, during
the term of this Agreement for any reason, to (i) provide Employee access to
and the benefit of special training and Confidential Information regarding the
Company’s and the Parent’s business of providing inbound and outbound
telemarketing and customer care services (whether conducted by telephone or the
internet), providing market research services and providing consulting, design,
planning, implementation and evaluation with respect to such telemarketing and
research services (collectively, the “Business”), and (ii) enable Employee to
represent the Company, the Parent and their affiliates in developing contacts
and relationships with other persons and entities in connection with the
Business including but, not limited to, customers, potential customers and
other employees.  To protect the
interests of the Company and the Parent in this Confidential Information and in
these contacts and relationships, Employee agrees and covenants that during the
term of his employment by the Company and the Parent, and for a period of one
year after the termination of such employment for any reason, without prior
written approval of the Company and the Parent, Employee will not, directly or
indirectly, either as an individual or as an employee, partner, officer,
director, shareholder, advisor, consultant or any other capacity whatsoever
(other than the direct or indirect ownership of less than 1% of the equity
securities of a publicly held corporation), conduct or assist others in
conducting any business or activity that competes with the Business in the
United States of America; provided, however, that nothing contained in this Section 10(a)
shall preclude Employee from becoming (or continuing as) a partner in EMF
Partners, a                            
partnership, subsequent to the termination of his employment by the Company and
the Parent.


 


(b)         Employee agrees that for
a period of one year after the termination of his employment for any reason,
Employee will not, without prior written approval of the Company and the
Parent, (i) recruit, hire, assist others in recruiting or hiring, discuss
employment with or refer to others for employment any person who is, or within
the 12 month period immediately preceding the date of any such activity was, an
employee of the Company or the Parent or their affiliates, or (ii) solicit or
otherwise contact, or assist others in soliciting or otherwise contacting, any
person who is, or within the 12 month period immediately preceding the date of
any such activity was, a customer of the Company or the Parent or their
affiliates.


 


(c)          Employee acknowledges
and agrees that the covenants contained in this Section 10 are reasonable
as to time, area and scope of activities prohibited and are necessary to


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


4





















 


protect the legitimate business interests of
the Company, the Parent and their affiliates. 
It is further agreed that such covenants will be regarded as divisible
and, if any part of such covenants are declared invalid, unenforceable, or void
as to time, area or scope of activities, the validity and enforceability of the
remainder will not be affected.


 


(d)         If Employee violates the
restrictive covenants of this Section 10 and the Company or the Parent
brings legal action for injunctive or other relief, neither the Company nor the
Parent will be deprived of the benefit of the full period of the restrictive
covenant, as a result of the time involved in obtaining the relief.  Accordingly, Employee agrees that the
restricted period following the term of employment will have duration of one
year, 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.


 


11.         Inventions;
Developments.  Employee agrees to
notify the Company and the Parent of any discovery, invention, innovation, or
improvement which is related to the Business or to the business of any customer
or supplier (collectively called “Developments”) conceived or developed by
Employee during the term of the Employee’s employment.  Developments will include, without
limitation, developments in computer software, logical systems, algorithms, and
any or all other intellectual properties related to the Business.  All Developments, including but not limited
to all written documents pertaining thereto, will be the exclusive property of
the Company or the Parent, as the case may be, and will be considered Confidential
Information subject to the terms of this Agreement.  Employee agrees that, when appropriate, and
upon written request of the Company or the Parent, as the case may be, the
Employee will acknowledge that Developments are “works for hire” and will file
for patents or copyrights with regard to any or all Developments so requested
by the Company or the Parent and will sign documentation necessary to evidence
ownership of Developments in the Company or the Parent, as the case may be.


 


12.         Exit Interview.  To insure a clear understanding of this
Agreement, including, but not limited to, the protection of the Company’s and
the Parent’s business interests, Employee agrees, at no additional expense to
the Company and the Parent, at a mutually acceptable time and place to engage
in an exit interview with the Company and the Parent prior to Employee’s
departure from the Company and the Parent.


 


13.         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
Parent or the Company:


 


Aegis
Communications Group, Inc.


7880 Bent
Branch Drive


Suite 150


Irving,
Texas  75063


Attention:  Chairman of the Board of Directors


Telecopy
number:  972-868-0267


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


5





















 


If to Employee:


 


Richard Nelson Ferry


[                                        ]


[                                        ]


 


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, feminine 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 Sections 9, 10 and 11 of this Agreement, which are intended to
benefit the Company’s and the Parent’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 constitutes the entire agreement among the parties hereto pertaining
to the specific subject matter hereof and understandings pertaining thereto.


 


(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 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 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 injunctive or other equitable relief in the event of an alleged
breach of Section 9, 10, or 11 of this Agreement.  A party may initiate arbitration by sending
written notice of its intention to arbitrate to the other


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


6





















 


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 by mutual agreement, or, in the absence of such
agreement, before three independent and impartial arbitrators, of whom each
party will appoint one, with the third being chosen by the two appointed by the
parties.  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 Commercial
Rules of arbitration and procedures established by AAA in effect at the time of
the arbitration, including without limitation the expedited procedures set
forth therein (the “AAA Rules”).  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
arbitration hearing will commence no later than 60 days after the arbitrator(s)
is selected.  The arbitrator(s) will
render a decision no later than 30 days after the close of the hearing, in
accordance with AAA Rules.  The
arbitrator’s fees and costs will conform to the then current AAA fee schedule and
will be borne equally by the parties.


 


(k)          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.


 


(l)             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 wavier unless
otherwise expressly provided.


 


(m)       Employee
acknowledges and agrees that the Company and the Parent would be irreparably
harmed by any violation of Employee’s obligations under Sections 9, 10 or 11
hereof and that, in addition to all other rights or remedies available at law
or in equity, the Company and the Parent will be entitled to injunctive and
other equitable relief to prevent or enjoin any such violation.  The provisions of Sections 9, 10 and 11
hereof will survive any termination of this Agreement, in accordance with their
terms.


 


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


 


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


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


7





















 


EXECUTED on this
30th day of September, 2004.


 


 


	
   

  	
  AEGIS COMMUNICATIONS GROUP,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pramod Saxena

  
	
   

  	
   

  	
  Pramod
  Saxena

  
	
   

  	
   

  	
  Chairman of the Compensation

  Committee of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED TELEMARKETING
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Pramod Saxena

  
	
   

  	
   

  	
  Pramod
  Saxena

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Pramod Saxena

  
	
   

  	
   

  	
  Pramod
  Saxena

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Richard
  Nelson Ferry

  
	
   

  	
  Richard Nelson
  Ferry

  
					



 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


8





















 


ANNEX A


TO
EMPLOYMENT AGREEMENT


OF RICK FERRY


 


Initial
Compensation and Bonus


 


A.           INITIAL BASE SALARY:  $250,000 per year


 


B.             INITIAL STOCK
OPTIONS.  Upon the Parent’s adoption
of an employee stock option plan, Employee will be granted options to purchase
6,900,000 shares of the Common Stock of the Parent at a price equal to the
closing market price of the Common Stock on the date of grant.  The options will vest in three equal annual
installments and terminate ten years from the date of grant.


 


C.             FIRST YEAR BONUS:  Based upon performance targets established by
the Board of Directors, following the first anniversary of the Agreement the
Employee will receive a bonus in an amount equal to (i) 50% of base salary if
at least 100% of the performance targets are achieved, (ii) 70% of base salary
if at least 120% of the performance targets are achieved, and (iii) 100% of
base salary if at least 135% of the performance targets are achieved.  Any such bonus will be paid 50% in cash and
50% in shares of the Common Stock (based on the closing market price of the
Common Stock on the first anniversary of this Agreement), subject to
withholding from the cash portion for applicable federal and state income and
employment taxes.


 


D.            BONUS(ES) FOR
SUBSEQUENT YEAR(S):  For subsequent
years, Parent may, in its sole and absolute discretion, pay annual performance
based cash bonuses as, when, and in the amount determined in the sole and
absolute discretion of the Parent’s Board of Directors or Compensation
Committee.


 


	
  /s/ R.F.

  	
   

  	
  /s/ P.S.

  	
   

  	
   

  
	
  Employee

  	
   

  	
  Parent &
  Co.

  	
   

  	
   

  



 


9