Exhibit 10.17


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


This
Separation Agreement and General Release (“Agreement”) is made and
entered into as of March 31, 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 Angelo Macchia (“Macchia” or “Employee”).


 


RECITALS


 


Whereas,
Employee is presently employed by the Company and serves as Executive Vice
President-CIO and has entered into an Employment Agreement with the Company
dated as of February 17, 2003, a copy of which is attached hereto as Exhibit
A  (the “Employment Agreement”).


 


Whereas, the
Company and Employee mutually desire to terminate the employment relationship
effective April 1, 2004.


 


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 position as Executive Vice President-CIO of the Company and its
subsidiaries and affiliates effective April 1, 2004.


 


2.                                       Severance
from Employment.  It is understood
and agreed that with the full and complete agreement of Employee and the
Company, Employee’s employment by the Company will cease April 1, 2004.  Except as otherwise expressly provided for
herein, Employee will cease to accrue any rights under any pension or
compensation plan or the Company (including without limitation any stock option
plan, grant or agreement).


 


3.                                       Payment
of Wages and Earned Benefits.  On or
before the Resignation Date, the Parent agrees to pay Employee all salary and
to provide all employee benefits (including reimbursement for expenses) to
which Employee may be entitled pursuant to the Employment Agreement.  Employee will be paid at his annualized
salary level of $200,000 through thirty days after the Execution Date, payable
in installments in accordance with the Parent’s standard payroll practices, but
not less than bi-weekly, and Employee will be entitled to medical, dental, and
vision benefits (including coverage for Employee’s immediate family),
disability insurance, 401-K plans, life insurance, officer and director
liability insurance, and paid vacation on the same terms and conditions as
provided to Employee immediately prior to the Execution Date.  Employee will be paid for all vacation days
that he has accrued but not taken during his employment with the Company
through the Resignation Date, if any. 
Any reimbursable


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


1

















 


expenses incurred during
Employee’s employment with the Company through the Resignation Date, if any,
will be paid to Employee upon submission and approval of those expenses in
accordance with the Parent’s customary practices, but not less than monthly.


 


4.                                       2003
Bonus. (a) The Company acknowledges that Employee has earned a 2003 bonus
in the amount of $150,000 pursuant to the terms of his Employment
Agreement.  In consideration of
Employee’s agreement to permit the Company to delay the payment of said bonus,
and to instead pay said bonus over a period of months, the Company will pay the
bonus to Employee on the following schedule:


 


(1)                                  $25,750
on or before April 30, 2004;


 


(2)                                  $25,750
on or before May 31, 2004;


 


(3)                                  $25,750
on or before June 30, 2004;


 


(4)                                  $25,750
on or before July 30, 2004;


 


(5)                                  $25,750
on or before August 30, 2004; and


 


(6)                                $25,750
on or before September 30, 2004.


 


(b)                                 Notwithstanding
anything to the contrary in the preceding Section 4(a), the Company may choose
prior to September 30, 2004 to accelerate the payment of the six payments set
out in the preceding Section 4(a).


 


(c)                                  Notwithstanding
anything to the contrary in the preceding Section 4(a), if any of the following
events occur prior to September 30 2004, then the six payments set out in the
preceding Section 4(a) shall automatically be accelerated and due immediately,
less $15,000 for each month prior to September 30, 2004 in which the
accelerated payment is paid: (1) if the Company fails to make timely payments
of the amounts set out in the preceding Section 4(a); (2) any other executive
or former employee of the Company receives payment of his or her 2003 bonus on
a more accelerated basis than set out for Employee in the preceding Section
4(a); (3) the Company pays its new President and/or Chief Executive Officer a
signing bonus or any other bonus or incentive compensation prior to September
30, 2004; (4) more than $2.5 million in cash is raised in the DB/Essar warrant
conversion or through any other source of additional funding outside other than
revenues from the ordinary course of business; (5) any payment is made by the
Company on the DB/Essar notes after the Execution date; (6) there has been a
change in control of the Company (defined as the acquisition in one or more
transactions by any person, other than DB/Essar, of beneficial ownership of a
majority of the combined voting power of the Company’s then outstanding voting
securities, or the acquisition in one or more transactions by Essar of
some or all of Deutsche Bank AG-London’s beneficial ownership of the Company’s
voting securities); or (7) net availability (per the “Aegis Loan Status
Report,” to be provided to Employee weekly on the same day provided to the
Company) under the Foothill borrowing base exceeds $2.5 million.


 


(d)                                 If
the Company is late or fails to make a payment on a timely basis, a one-time
$50,000 penalty will be added to the bonus, provided the Company is given three
(3) business days written notice and an opportunity to cure.


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


2

















 


5.                                       Severance
Payments.  In consideration of this
Agreement, the Parent agrees to pay Employee twelve months salary as severance
compensation in the amount of $200,000.00, subject to any withholding required
by law, to be paid in installments in accordance with the Parent’s customary
practices, but not less than monthly, and Employee will be entitled to medical,
dental, life insurance, and short-term and long-term disability benefits
(including coverage for Employee’s immediate family), during that twelve month
period, on the same basis as provided by the Company prior to the Resignation
Date, if any, or as subsequently provided by the Company to other executive
officers at the same level as Employee immediately prior to the Resignation
Date, beginning upon the Company’s receipt of Employee’s executed complete
release attached hereto as Exhibit B subsequent to the Employee’s
resignation from all of the positions he holds with the Company and its
subsidiaries and affiliates, including without limitation his positions as
Executive Vice President-CIO.  However,
notwithstanding the foregoing, if Employee
accepts employment (for purposes of this Section 5 only, employment does not
include part time-which would be defined as less than 35 hours a week-nor any
consulting work) at any time during such twelve month period, the Company has
no further obligation to pay Employee any monies, severance, or to otherwise
provide Employee any benefits pursuant to this Section 5.  Employee has the legal obligation to inform
the Company if Employee accepts employment beginning on the Execution Date up
to the expiration of such twelve month period.


 


6.                                      Ratification
of Employment Agreement.  (a)
Employee acknowledges, confirms, and ratifies his Employment Agreement dated
February 17, 2003, which is attached hereto as Exhibit A.  Employee specifically confirms that, during
the course of his employment, he received special training, unique and
confidential information, and actual contacts and relationships with customers
and potential customers, as contemplated in paragraph 9 of the Employment
Agreement.  Accordingly, except as
modified by this Agreement, Employee and the Company ratify the obligations
stated in the Employment Agreement, including specifically paragraphs 9, 10,
11, 12, 13 and 14 (including arbitration).


 


(b) Notwithstanding anything to the contrary in the preceding Section
6(a), the Company agrees to enforce Section 9(a) of the Employment Agreement
against Employee for a period of one year after the later of the Resignation
Date or the Revised Resignation Date, if any (and Employee must only abide by
such Section 9(a) of the Employment Agreement during such period) only to the
extent of the Employee, on behalf of a competitor of the Company, soliciting
business from a prospective customer with whom Employee had material contact or
from an existing customer in connection with outsourced inbound and outbound
telemarketing and customer care services, whether conducted by telephone or the
internet, and the consulting, design, and implementation of any of these
services.


 


7.                                       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, and
damages, including attorney’s fees, Employee may have against the Company which
could 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


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


3

















 


his association with the
Company, including the Employment Agreement and any compensation due
thereunder, whether known or unknown, existing as of the Execution Date.  Other than the monetary payments the Company
agrees to make to Employee pursuant to the terms of this Agreement, 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.  Employee hereby
irrevocably, unconditionally, and fully releases, acquits, and forever
discharges the Company, and its respective officers, directors, partners,
shareholders, employees, attorneys, and agents, past and present, from any and
all charges, complaints, claims, liabilities, obligations, costs, losses,
debts, and expenses (including attorney’s fees and costs actually incurred), of
any nature whatsoever (excluding any felonious acts) known or unknown,
suspected or unsuspected, including without limitation any rights arising out
of alleged violations of any contract, express or implied, written or verbal,
any covenant of good faith and fair dealing, express or implied, any tort, any
legal restrictions on the right of the Company to terminate, discipline, or otherwise
manage employees or any federal, state, or other governmental statute,
regulation, or ordinance. 
Notwithstanding the foregoing, nothing herein will constitute a release
of the Company from causes of action, claims or damages, including attorney’s
fees, 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, 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.  Employee is
given at least 21 days after being presented with this Agreement in which to
consider it, and an additional 7 days after he signs in which to revoke it.


 


(b) In consideration of the promises made in
this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee
from ANY and ALL causes of action, claims and damages, including attorney’s
fees, the Company may have against Employee which could 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 the Employment Agreement and any
compensation


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


4

















 


due thereunder, whether known
or unknown, existing as of the Execution Date. 
The Company hereby irrevocably, unconditionally, and fully releases,
acquits, and forever discharges Employee from any and all charges, complaints,
claims, liabilities, obligations, costs, losses, debts and expenses (including
attorney’s fees and costs actually incurred), of any nature whatsoever
(excluding any felonious acts) known or unknown, suspected or unsuspected,
including without limitation any rights arising out of alleged violations of
any contract, express or implied, written or verbal, any covenant of good faith
and fair dealing, express or implied, any tort, or any federal, state or other
governmental statute, regulation, or ordinance.  Notwithstanding the foregoing, nothing herein will constitute a
release of Employee from causes of action, claims, or damages, including
attorney’s fees, which may arise from acts or omissions of Employee after the
Execution Date or in contravention of this Agreement.


 


(c) Employee and the Company (as defined
above in this section), in consideration for the promises made in this
Agreement, will once again reaffirm, execute, and deliver mutual releases in
the form attached as Exhibit B upon full payment by the Company of the 2003
bonus pursuant to Section 4 of this Agreement and satisfaction of all other
obligations by the Company under Sections 3, 4, 5 (through the date on which
the mutual release is executed) and 9 of this Agreement.


 


(d) It is expressly agreed and understood by
Employee and the Company that this Agreement Section 7(a)-(e) constitutes a
general release.


 


(e) The Company will indemnify and hold
harmless the Employee in respect of acts or omissions as a director, officer,
employee, or consultant occurring up to and including 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 and bylaws 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.


 


8.                                      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.


 


9.                                      Ongoing
Cooperation.  Notwithstanding any
other provision of this Agreement, Employee agrees to provide his reasonable
cooperation and make himself reasonably available to the Company in connection
with any litigation, now pending or that may arise in the future, regarding
which Employee has relevant personal knowledge acquired during his employment
as Executive Vice President-CIO of the Company, including the AllServe, Beggi
and Stremke litigation and the Company’s defense thereof and response thereto.


 


10.                                 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


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


5

















 


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:


 


Angelo Macchia


 


[Need Address]


 


With a copy to:


 


[Need Attorney]


 


[Need Address]


 


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 6 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,


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


6

















 


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 herein, constitute the entire agreement among the parties
hereto pertaining to the specific subject matter hereof.


 


(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 THE
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 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 other equitable relief to preserve the status  quo
until arbitration can be completed in the event of an alleged breach of Section
6 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 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 (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


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


7

















 


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).


 


 


(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 wavier unless otherwise expressly provided.


 


(n)                                         Employee acknowledges and agrees that the Company
and the Parent would be irreparably harmed by any violation of Employee’s
obligations under Section 6 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 Section 6
hereof will survive any termination of this Agreement, in accordance with their
terms.


 


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


 


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


 


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


8

















 


EXECUTED as of the date first above written.


 


 


	
   

  	
  AEGIS
  COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED
  TELEMARKETING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Angelo Macchia

  	
   

  
	
   

  	
  Angelo Macchia

  
										



 


9

















 


EXHIBIT
A


 


EMPLOYMENT
AGREEMENT


 


See attached.


 

















 


EXHIBIT
B


 


RECONFIRMATION
AND ACKNOWLEDGEMENT OF MUTUAL RELEASES


 


This Reconfirmation and Acknowledgement of Mutual Releases (“Agreement”)
is made and entered into as of March 31, 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 Angelo Macchia (“Macchia” or “Employee”).


 


RECITALS


 


Whereas,
Employee was formerly employed by the Company and had entered into an
Employment Agreement with the Company dated as of February 17, 2003,  (the “Employment Agreement”).


 


Whereas,
Employee has tendered his resignation, and the Company has accepted such
resignation, for all positions in which Employee was employed by the Company
including as Executive Vice President-CIO, pursuant to a Separation Agreement
and General Release with the Company dated as of March 31, 2004 (the “Separation
Agreement”);


 


Whereas,
Employee agreed to execute this Agreement after Employee’s resignation from all
positions in which Employee was employed by the Company pursuant to the
Separation Agreement in exchange for the Company’s agreement to execute this
Agreement, and subsequently at the end of the one year period commencing on the
Resignation Date in exchange for the Company’s agreement to execute this
Agreement; and


 


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 and promises
described and agreed to be performed herein, Employee and the Company agree as
follows:


 


 


1.                                       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, and damages, including attorney’s fees, Employee
may have against the Company which could 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 the Employment Agreement and any
compensation due thereunder, whether known or unknown, existing as of the Execution
Date.  Other than the monetary


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


1

















 


payments the Company agrees to
make to Employee pursuant to the terms of the Separation Agreement, 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.  Employee hereby
irrevocably, unconditionally, and fully releases, acquits, and forever
discharges the Company, and its respective officers, directors, partners,
shareholders, employees, attorneys, and agents, past and present, from any and
all charges, complaints, claims, liabilities, obligations, costs, losses,
debts, and expenses (including attorney’s fees and costs actually incurred), of
any nature whatsoever (excluding any felonious acts) known or unknown,
suspected or unsuspected, including without limitation any rights arising out
of alleged violations of any contract, express or implied, written or verbal,
any covenant of good faith and fair dealing, express or implied, any tort, any
legal restrictions on the right of the Company to terminate, discipline, or
otherwise manage employees or any federal, state, or other governmental
statute, regulation, or ordinance. 
Notwithstanding the foregoing, nothing herein will constitute a release
of the Company from causes of action, claims or damages, including attorney’s
fees, which may arise from acts or omissions by the Company after the Execution
Date or in contravention of the Separation Agreement.


 


(1) These releases and waivers include, but
are not limited to, 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.  Employee is given at
least 21 days after being presented with this Agreement in which to consider
it, and an additional 7 days after he signs in which to revoke it.


 


(b) In consideration of the promises made in
this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee
from ANY and ALL causes of action, claims and damages, including attorney’s
fees, the Company may have against Employee which could 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 the Employment Agreement and any
compensation due thereunder, whether known or unknown, existing as of the
Execution Date.  The Company hereby
irrevocably, unconditionally, and fully releases, acquits, and forever
discharges Employee


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


2

















 


from any and all charges, complaints,
claims, liabilities, obligations, costs, losses, debts and expenses (including
attorney’s fees and costs actually incurred), of any nature whatsoever
(excluding any felonious acts) known or unknown, suspected or unsuspected,
including without limitation any rights arising out of alleged violations of
any contract, express or implied, written or verbal, any covenant of good faith
and fair dealing, express or implied, any tort, or any federal, state or other
governmental statute, regulation, or ordinance.  Notwithstanding the foregoing, nothing herein will constitute a
release of Employee from causes of action, claims, or damages, including
attorney’s fees, which may arise from acts or omissions of Employee after the
Execution Date or in contravention of the Separation Agreement.


 


(c) It is expressly agreed and understood by
Employee and the Company that this Agreement Section 1(a)-(d) constitutes a
general release.


 


(d) The Company will indemnify and hold
harmless the Employee in respect of acts or omissions as a director, officer,
employee, or consultant occurring up to and including 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 and bylaws 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.


 


2.                                       Miscellaneous.


 


(a)                                  All capitalized terms not otherwise defined
herein have the meanings assigned to them in the Separation Agreement.


 


(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.


 


(f)                                    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.


 


(g)                                 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,


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


3

















 


agreement,
or condition.


 


(h)                                 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.


 


(i)                                     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.


 


(j)                                     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 other equitable relief to preserve the status  quo
until arbitration can be completed in the event of an alleged breach of Section
1 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 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 (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 attorney’s fees) to the prevailing party.


 


(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.


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


4

















 


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


 


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


 


	
  /s/ A.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Macchia

  	
  Company

  



 


5

















 


EXECUTED as of the date first above written.


 


 


	
   

  	
  AEGIS
  COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED
  TELEMARKETING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Angelo Macchia

  	
   

  
	
   

  	
  Angelo Macchia