EX-10.29 AMENDED AND RESTATED EMPLOYMENT AGREEMENT






Exhibit 10.29









AMENDED AND RESTATED EMPLOYMENT AGREEMENT



PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL
RESPONSIBILITIES THAT YOU ARE REQUIRED TO OBSERVE AS AN EXECUTIVE EXPOSED TO HIGHLY SENSITIVE
TECHNOLOGY AND STRATEGIC INFORMATION. CONSULT WITH YOUR LEGAL COUNSEL IF ALL THE TERM OR RENEWAL
PERIOD AND PROVISIONS OF THIS AGREEMENT ARE NOT FULLY UNDERSTOOD BY YOU.




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 30th day of
December, 2008, by and between SYKES ENTERPRISES, INCORPORATED, a Florida corporation (the
“Company”), and W. MICHAEL KIPPHUT (the “Executive”).



WITNESSETH:




     WHEREAS, the Company desires to assure itself of the Executive’s continued employment in an
executive capacity;



     WHEREAS, the Executive is currently employed by the Company subject to the terms and
conditions of the Employment Agreement dated March 6, 2005 (the “Prior Agreement”);



     WHEREAS, the parties now desire to amend and restate the Prior Agreement to, among other
things, bring the terms of the Prior Agreement into compliance with the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”); and



     WHEREAS, the Executive desires to be employed by the Company on the terms and conditions
hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto covenant and agree as follows:



     1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this Agreement, the Company
shall employ the Executive during the Term or Renewal Period(s) (as hereinafter defined) in such
management capacities as may be designated from time to time by the Company’s Chief Executive
Officer (“CEO”). The Executive accepts such employment and agrees to devote his/her best efforts
and entire business time, skill, labor, and attention to the performance of such duties. The
Executive agrees to promptly provide a description of any other commercial duties or pursuits
engaged in by the Executive to the Company’s CEO. If the Company’s CEO determines in good faith
that such activities conflict with the Executive’s performance of his duties hereunder, the CEO
shall notify Executive within thirty (30) days and the Executive shall promptly cease such
activities to the extent as directed by the CEO. If the CEO does not provide such notice,
Executive shall be free to engage in such commercial duties or pursuits. It is acknowledged and
agreed that such description shall be made regarding any such activities in which the Executive
owns more than 5% of the ownership of the organization




					
	 	 	 	 	 
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or which may be in violation of Section 5 hereof, and that the failure of the Executive to
provide any such description shall enable the Company to terminate the Executive for Cause (as
provided in Section 6(c) hereof). The Company agrees to hold any such information provided by the
Executive confidential and not disclose the same to any person other than a person to whom
disclosure is reasonably necessary or appropriate in light of the circumstances. In addition, the
Executive agrees to serve without additional compensation if elected or appointed to any office or
position, including as a director, of the Company or any subsidiary or affiliate of the Company;
provided, however, that the Executive shall be entitled to receive such benefits and additional
compensation, if any, that is paid to executive officers of the Company in connection with such
service.




     2. TERM OR RENEWAL PERIOD. Subject to the terms and conditions of this Agreement, including,
but not limited to, the provisions for termination set forth in Section 6 hereof, the employment of
the Executive under this Agreement shall commence on the effective date hereof and shall continue
until March 5, 2009 (such term shall herein be defined as the “Term”). Provided, however, that
this Agreement shall renew automatically for successive one (1) year periods (“Renewal Periods”)
unless either party gives written notice of termination at least that number of days set forth on
Exhibit A before the end of the Term or Renewal Period, as applicable (the “Renewal Notice
Period”). The Executive agrees that some portions of this Agreement, including Sections 4, 5, 6
and 10 hereof, will remain in force after the termination of this Agreement.



     3. COMPENSATION.




     (a) Base Salary and Bonus. As compensation for the Executive’s services under this
Agreement, the Executive shall receive and the Company shall pay a weekly base salary set
forth on Exhibit “A”. Such base salary may be increased but not decreased during the Term
or Renewal Period in the Company’s discretion based upon the Executive’s performance and any
other factors the Company deems relevant. Such base salary shall be payable in accordance
with the policy then prevailing for the Company’s executives. In addition to such base
salary, the Executive shall be entitled during the Term or Renewal Period to a performance
bonus and shall be eligible to participate in and receive payments or awards from all other
bonus and other incentive compensation, stock option and restricted stock plans as may be
adopted by the Company, all as determined by the Compensation Committee of the Board of
Directors in its sole discretion, and in each case payable to Executive in accordance with
the terms and conditions of the applicable plan.




     (b) Payments. All amounts paid pursuant to this Agreement shall be subject to
withholding or deduction by reason of the Federal Insurance Contribution Act, federal income
tax, state and local income tax, if any, and comparable laws and regulations.




     (c) Other Benefits. The Executive shall be reimbursed by the Company for all
reasonable and customary travel and other business expenses incurred by the Executive in the
performance of the Executive’s duties hereunder in accordance with the Company’s standard
policy regarding expense verification practices. The Executive shall



					
	 	 	 	 	 
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be entitled to that number of weeks paid vacation per year that is available to other
executive officers of the Company in accordance with the Company’s standard policy regarding
vacations and such other fringe benefits as may be set forth on Exhibit “A” and shall be
eligible to participate in such pension, life insurance, health insurance, disability
insurance, and other executive benefits plans, if any, which the Company may from time to
time make available to its executive officers generally. Benefits under such plans, if any,
shall be paid or provided to Executive in accordance with the terms and conditions of the
applicable plan.



     4. CONFIDENTIAL INFORMATION.




     (a) The Executive has acquired and will acquire information and knowledge respecting
the intimate and confidential affairs of the Company, including, without limitation,
confidential information with respect to the Company’s technical data, research and
development projects, methods, products, software, financial data, business plans, financial
plans, customer lists, business methodology, processes, production methods and techniques,
promotional materials and information, and other similar matters treated by the Company as
confidential (the “Confidential Information”). Accordingly, the Executive covenants and
agrees that during the Executive’s employment by the Company (whether during the Term or
Renewal Period hereof or otherwise) and thereafter, the Executive shall not, without the
prior written consent of the Company, disclose to any person, other than a person to whom
disclosure is reasonably necessary or appropriate in connection with the performance by the
Executive of the Executive’s duties hereunder, any Confidential Information obtained by the
Executive while in the employ of the Company.




     (b) The Executive agrees that all memoranda; notes; records; papers or other documents;
computer disks; computer, video or audio tapes; CD-ROMs; all other media and all copies
thereof relating to the Company’s operations or business, some of which may be prepared by
the Executive; and all objects associated therewith in any way obtained by the Executive
shall be the Company’s property. This shall include, but is not limited to, documents;
computer disks; computer, video and audio tapes; CD-ROMs; all other media and objects
concerning any technical data, methods, products, software, research and development
projects, financial data, financial plans, business plans, customer lists, contracts, price
lists, manuals, mailing lists, advertising materials; and all other materials and records of
any kind that may be in the Executive’s possession or under the Executive’s control. The
Executive shall not, except for the Company’s use, copy of duplicate any of the
aforementioned documents or objects, nor remove them from the Company’s facilities, nor use
any information concerning them except for the Company’s benefit, either during the
Executive’s employment or thereafter. The Executive covenants and agrees that the Executive
will deliver all of the aforementioned documents and objects, if any, that may be in the
Executive’s possession to the Company upon termination of the Executive’s employment, or at
any other time at the Company’s request.



					
	 	 	 	 	 
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     (c) In any action to enforce or challenge these Confidential Information provisions,
the prevailing party is entitled to recover its attorney’s fees and costs.



     5. COVENANT NOT-TO-COMPETE AND NO SOLICITATION. Executive recognizes that the Company is in
the business of employing individuals to provide specialized and technical services to the
Company’s Clients. The purpose of these Covenant Not-to-Compete and No Solicitation provisions are
to protect the relationship which exists between the Company and its Client while Executive is
employed and after Executive leaves the employ of the Company. The consideration for these
Covenant Not-to-Compete and No Solicitation provisions is the Executive’s employment with the
Company.



          (a) Executive acknowledges the following:





     (1) The Company expended considerable resources in obtaining contracts with its
Clients;




     (2) The Company expended considerable resources to recruit and hire employees
who could perform services for its Clients;




     (3) Through his/her employ with the Company, Executive will develop a
substantial relationship with the Company’s existing or potential Clients,
including, but not limited to, being the sole or primary contact between the Client
and the Company;




     (4) Executive will be exposed to valuable confidential business information
about the Company, its Clients, and the Company’s relationship with its Client;




     (5) By providing services on behalf of the Company, Executive will develop and
enhance the valuable business relationship between the Company and its Client;




     (6) The relationship between the Company and its Client depends on the quality
and quantity of the services Executive performs;




     (7) Through employment with the Company, Executive will increase his/her
opportunity to work directly for the Client or for a competitor of the Company; and




     (8) The Company will suffer irreparable harm if Executive breaches these
Covenant Not-to-Compete and No Solicitation provisions of this Agreement.



          (b) Executive agrees that:





     (1) The relationship between the Company and its Client (developed and enhanced
when the Executive performs services on behalf of the Company) is a legitimate
business interest for the Company to protect;



					
	 	 	 	 	 
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     (2) The Company’s legitimate business interest is protected by the existence
and enforcement of these Covenant Not-to-Compete and No Solicitation provisions;




     (3) The business relationship which is created or exists between the Company
and its Client, or the goodwill resulting from it, is a business asset of the
Company and not the Executive; and




     (4) Executive will not seek to take advantage of opportunities which result
from his/her employment with the Company and that entering into the Agreement
containing Covenant Not-to-Compete and No Solicitation provisions is reasonable to
protect the Company’s business relationship with its Clients.




     (c) Restrictions on Executive. During the Term and Renewal Period(s) of this Agreement
and for a period of time set forth herein after the termination of this Agreement, for
whatever reason, whether such termination was by the Company or the Executive, voluntarily
or involuntarily, and whether with or without cause, Executive agrees that he/she shall not,
as a principal, employer, stockholder, partner, agent, consultant, independent contractor,
employee, or in any other individual or representative capacity:




     (1) Directly or indirectly engage in, continue in, or carry on the business of
the Company or any business substantially similar thereto, including owning or
controlling any financial interest in any corporation, partnership, firm, or other
form of business organization which competes with or is engaged in or carries on any
aspect of such business or any business substantially similar thereto;




     (2) Consult with, advise, or assist in any way, whether or not for
consideration of any kind, any corporation, partnership, firm, or other business
organization which is now, becomes, or may become a competitor of the Company in any
aspect of the Company’s business during the Executive’s employment with the Company,
including, but not limited to, advertising or otherwise endorsing the products of
any such competitor or loaning money or rendering any other form of financial
assistance to or engaging in any form of transaction whether or not on an arm’s
length basis with any such competitor;




     (3) Provide or attempt to provide or solicit the opportunity to provide or
advise others of the opportunity to provide any services of the type Executive
performed for the Company or the Company’s Clients (regardless of whether and how
such services are to be compensated, whether on a salaried, time and materials,
contingent compensation, or other basis) to or for the benefit of any Client (i) to
which Executive has provided services in any capacity on behalf of the Company, or
(ii) to which Executive has been introduced to or about which the Executive has
received information through the Company or through any Client from which Executive
has performed services in any capacity on behalf of the Company;



					
	 	 	 	 	 
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     (4) Retain or attempt to retain, directly or indirectly, for itself or any
other party, the services of any person, including any of the Company’s employees,
who were providing services to or on behalf of the Company while Executive was
employed by the Company and to whom Executive has been introduced or about whom
Executive has received information through the Company or through any Client for
which Executive has performed services in any capacity on behalf of the Company;




     (5) Engage in any practice, the purpose of which is to evade the provisions of
this Agreement or to commit any act which is detrimental to the successful
continuation of or which adversely affects the business or the Company; provided,
however, that the foregoing shall not preclude the Executive’s ownership of not more
than 2% of the equity securities of a company whose securities are registered under
Section 12 of the Securities Exchange Act of 1934, as amended;




     (6) For purpose of these Covenant Not-to-Compete and No Solicitation
provisions, Client includes any subsidiaries, affiliates, customers, and clients of
the Company’s Clients. The Executive agrees that the geographic scope of this
Covenant Not-to-Compete shall extend to the geographic area where the Company’s
Clients conduct business at any time during the Term or Renewal Period(s) of this
Agreement. For purposes of this Agreement, “Clients” means any person or entity to
which the Company provides or has provided within a period of one (1) year prior to
the Executive’s termination of employment, labor, materials or services for the
furtherance of such entity’s or person’s business or any person or entity that
within such period of one (1) year the Company has pursued or communicated with for
the purpose of obtaining business for the Company.




     (d) Enforcement. These Covenant Not-to-Compete and No Solicitation provisions shall be
construed and enforced under the laws of the State of Florida. In the event of any breach
of this Covenant Not-to-Compete, the Executive recognizes that the remedies at law will be
inadequate, and that in addition to any relief at law which may be available to the Company
for such violation or breach and regardless of any other provision contained in this
Agreement, the Company shall be entitled to equitable remedies (including an injunction) and
such other relief as a court may grant after considering the intent of this Section 5. It
is further acknowledged and agreed that the existence of any claim or cause of action on the
part of the Executive against the Company, whether arising from this Agreement or otherwise,
shall in no way constitute a defense to the enforcement of this Covenant Not-to-Compete, and
the duration of this Covenant Not-to-Compete shall be extended in an amount which equals the
time period during which the Executive is or has been in violation of this Covenant
Not-to-Compete. In the event a court of competent jurisdiction determines that the
provisions of this Covenant Not-to-Compete are excessively broad as to duration, geographic
scope, prohibited activities or otherwise, the parties agree that this covenant shall be
reduced or curtailed only to the extent necessary to render it enforceable.



					
	 	 	 	 	 
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     (e) In an action to enforce or challenge these Covenant Not-to-Compete and No
Solicitation provisions, the prevailing party is entitled to recover its attorney’s fees and
costs.




     (f) By signing this Agreement, the Executive acknowledges that he/she understands the
effects of these Covenant Not-to-Compete and No Solicitation provisions and agrees to abide
by them.



     6. TERMINATION




     (a) Death. The Executive’s employment hereunder shall terminate upon his/her death.




     (b) Disability. If during the Term or Renewal Period(s) the Executive becomes
physically or mentally disabled in accordance with the terms and conditions of any
disability insurance policy covering the Executive, or, if due to such physical or mental
disability the Executive becomes unable for a period of more than six (6) consecutive months
to perform his/her duties hereunder on substantially a full-time basis as determined by the
Company in its sole reasonable discretion, the Company may, at its option, terminate the
Executive’s employment hereunder upon not less than thirty (30) days’ written notice so long
as the terms of any disability insurance policy then in effect provide for Executive to
receive disability payments from that date forward.




     (c) Cause. The Company may terminate the Executive’s employment hereunder for Cause
effective immediately upon notice. For purposes of this Agreement, the Company shall have
“Cause” to terminate the Executive’s employment hereunder: (i) if the Executive engages in
conduct which has caused or is reasonably likely to cause demonstrable and serious injury to
Company; (ii) if the Executive is convicted of a felony as evidenced by a binding and final
judgment, order, or decree of a court of competent jurisdiction; (iii) for the Executive’s
failure or refusal to perform his/her duties or responsibilities hereunder as determined by
the Company’s CEO in good faith, if such failure or refusal continues for a period of ten
(10) days after written notice of the same to the Executive; (iv) for gross incompetence;
(v) for the Executive’s violation of this Agreement, including, without limitation, Section
5 hereof; (vi) for chronic absenteeism; (vii) for use of illegal drugs; (viii) for
insobriety by the Executive while performing his or her duties hereunder; and (ix) for any
act of dishonesty or falsification of reports, records, or information submitted by the
Executive to the Company.




     (d) Termination by the Executive. The Executive may terminate his/her employment
hereunder at any time and for any reason by delivering written notice of termination to the
Company. However, if the Executive terminates his/her employment for Good Reason (as
defined below), such termination shall be deemed to be a termination by the Company without
Cause requiring the payment of Liquidated Damages subject to the terms and conditions of
this Agreement. For purposes of this Agreement, the term “Good Reason” shall mean (i) a
Change of Control of the Company (as defined in Section 7 hereof), (ii) a good faith
determination by the Executive that there has been a breach of this Agreement by the
Company, (iii) a material adverse



					
	 	 	 	 	 
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change in the Executive’s working conditions or status, (iv) the deletion of, or
reduction in, the following title(s) of Executive: Senior Vice President and Chief Financial
Officer, (v) a significant geographic relocation of the Executive’s principal office, (vi) a
change in reporting such that Executive is required to report to someone other than the CEO;
or (vii) a significant increase in travel requirements. If the Executive desires to
terminate his employment for Good Reason, he/she shall first deliver written notice of
termination to the CEO indicating in reasonable detail the facts and circumstances alleged
to provide a basis for such termination and shall cease performing the Executive’s duties
hereunder on the date which is seven (7) days after delivery of the notice, which date also
shall be the date of termination of the Executive’s employment, unless the facts and
circumstances alleged to provide the basis for such termination have, to the extent
applicable, been substantially cured by Company by the end of such seven (7) day period.




     (e) Payments Upon Termination. In the event of a termination of the Executive’s
employment pursuant to Section 6 or by the Executive, all payments and Company benefits to
the Executive hereunder, except the payments (if any) provided below, shall immediately
cease and terminate. In the event of an early termination or non-renewal by the Company of
the Executive’s employment with the Company for any reason other than pursuant to Section
6(a), (b) or (c), the Company shall pay the Executive an amount equal to the Liquidated
Damages defined in Section 6(f) below (in lieu of actual damages) for the early termination
or non-renewal of his/her employment. In the event Executive terminates his/her employment
for Good Reason pursuant to Section 6(d), the Company shall pay the Executive an amount
equal to the Liquidated Damages defined in Section 6(f) below (in lieu of actual damages);
provided, however, that if Executive terminates his/her employment pursuant to Section
6(d)(i), the Company shall pay the Executive an amount equal to the Liquidated Damages
defined specifically in the second paragraph of Section 6(f)(1) below (in lieu of actual
damages). In the event of (I) a termination of the Executive’s employment by the Company
for any reason other than pursuant to Section 6(a), (b) or (c) or (II) Executive’s
termination for Good Reason pursuant to Section 6(d), the Covenant Not-to-Compete set forth
in Section 5 hereof shall remain in full force and effect for the period set forth in
Section 6(f) below. If (I) the Company terminates the Executive’s employment pursuant to
Section 6(a), (b) or (c) or (II) the Executive terminates such employment other than for
Good Reason pursuant to Section 6(d) or (III) Executive elects not to renew this Agreement
as permitted by Section 2 hereof, the Executive shall not be entitled to any
Liquidated Damages and the Covenant Not-to-Compete set forth in Section 5 hereof shall
remain in full force and effect as set forth in Section 6(f) below. Notwithstanding
anything to the contrary herein contained, and in addition to any other compensation to
which the Executive may be entitled to receive pursuant to this Agreement, the Executive
shall receive all compensation and other benefits to which he or she was entitled under this
Agreement or otherwise as an executive of the Company through the termination date, payable
to Executive in accordance with this Agreement or the applicable plan.



     (f) Liquidated Damages and Non-Competition/Solicitation.




     (1) Liquidated Damages Amount. Except as provided in below, the
Liquidated Damages (“Liquidated Damages”) amount, if due as provided above,



					
	 	 	 	 	 
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shall be equal to (i) the weekly amount stated as Base Salary then in effect
but not less than the weekly Base Salary amount set forth on Exhibit “A”, multiplied
by fifty two (52) weeks, plus (ii) an amount equal to the maximum annual performance
bonus the Executive could earn as set forth on Exhibit “A” for the year that
includes the termination date, determined under the performance based bonus plan in
which the Executive is then participating.




     In the event of termination of the Executive’s employment pursuant to Section
6(d)(i), Liquidated Damages shall be equal to (x) the weekly amount stated as Base
Salary then in effect but not less than the weekly Base Salary amount set forth on
Exhibit “A”, multiplied by one hundred four (104) weeks, plus (y) an amount
determined by multiplying the maximum annual performance bonus the Executive could
earn as set forth on Exhibit “A” for the year that includes the Change of Control by
a factor of two (2), determined under the performance based bonus plan in which the
Executive is then participating. Finally, in the event of termination of the
Executive’s employment pursuant to Section 6(d)(i), all vesting periods relating to
stock options, stock grants or any other similar type of equity incentive and/or
compensation program shall immediately accelerate and be fully vested and
exercisable at the option of the Executive upon the event of termination.




     (2) Payment Terms. Except as provided below, the amount of Liquidated
Damages determined in accordance with Section 6(f)(1) shall be paid biweekly in
equal installments over fifty-two (52) weeks, commencing immediately upon
Executive’s separation from service.




     Notwithstanding the foregoing, if Executive is a Specified Employee (as defined
below) on the date of Executive’s separation from service (as defined below) (the
“Severance Date”), to the extent that Executive is entitled to receive any benefit
or payment upon such separation from service under this Agreement that constitutes
deferred compensation within the meaning of Section 409A of the Code before the date
that is six (6) months after the Severance Date, such benefits or payments shall
not be provided or paid to Executive on the date otherwise required to be provided
or paid. Instead, all such amounts shall be accumulated and paid in a single lump
sum to Executive on the first business day after the date that is six (6) months
after the Severance Date (or, if earlier, within fifteen (15) days following
Executive’s date of death). If Executive is required to pay for a benefit that is
otherwise required to be provided by the Company under this Agreement by reason of
this paragraph, Executive shall be entitled to reimbursement for such payments on
the first business day after the date that is six (6) months after the Severance
Date (or, if earlier, within fifteen (15) days following Executive’s date of death).
All benefits or payments otherwise required to be provided or paid on or after the
date that is six (6) months after the Severance Date shall not be affected by this
paragraph and shall be provided or paid in accordance with the payment schedule
applicable to such benefit or payment under this Agreement. It is intended that
each installment under this Agreement be regarded as a separate “payment” for
purposes of Section 409A of



					
	 	 	 	 	 
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the Code. This paragraph is intended to comply with the requirements of Section
409A(a)(2)(B)(i) of the Code.




     (3) The provisions of Section 5 (the “Non-Competition/Solicitation Provisions”)
shall survive the early termination of this Agreement, by either party, and for any
reason, for a period of fifty two (52) weeks. The provisions of Section 5 (the
“Non-Competition/Solicitation Provisions) shall survive the expiration of this
Agreement for a period of fifty two (52) weeks.




     (g) Condition Precedent to Receipt of Liquidated Damages. Executive expressly agrees
that in the event of a termination of this Agreement prior to the expiration of the Term or
Renewal Period, Executive will execute an agreement containing the waiver and release
provisions set forth on Exhibit “B.” Executive agrees and acknowledges that the execution
of such an agreement upon termination prior to the expiration of the Term or Renewal Period,
is a condition precedent to the obligation of the Company to pay any Liquidated Damages
hereunder. If the Executive has not executed such an agreement with all periods for
revocation thereof expired as of the date that is ninety (90) days after the date of
employment termination (“Required Release Date”), the Executive shall forfeit the right to
receive the Liquidated Damages. To the extent necessary to comply with Section 409A of the
Code, if the date of employment termination and the Required Release Date are in two
separate taxable years, any payment of Liquidated Damages that constitutes deferred
compensation within the meaning of Section 409A of the Code shall be payable on the later of
(i) the date such payment is otherwise payable under this Agreement, or (ii) the first
business day of such second taxable year. The provisions set forth in Exhibit “B” provide
for the release and waiver of important rights and/or claims that Executive might have
against the Company at the time of any early termination of this Agreement. Executive
hereby represents and warrants that he/she has read the attached Exhibit “B” and fully and
completely understands the provisions thereof.



     (h) Section 409A Provisions.




     (1) Separation from Service. To the extent necessary to comply with
Section 409A of the Code, references to “termination of employment,” “separation
from service” or variations thereof in this Agreement shall mean the Executive’s
“separation from service” from his employer within the meaning of Section
409A(a)(2)(A)(i) of the Code and the default rules of Treasury Regulations Section
1.409A-1(h). For this purpose, Executive’s “employer” is the Company and every
entity or other person which collectively with the Company constitutes a single
service recipient (as that term is defined in Treasury Regulations Sections
1.409A-1(g)) as the result of the application of the rules of Treasury Regulations
Sections 1.409A-1(h)(3).




     (2) Specified Employee. For purposes of this Agreement, “Specified
Employee” means a “specified employee” of the service recipient that includes the
Company (as determined under Treasury Regulations Sections 1.409A-1(g)) within the
meaning of Section 409A(a)(2)(B)(i) of the Code and Treasury



					
	 	 	 	 	 
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Regulations Section 1.409A-1(i), as determined in accordance with the
procedures adopted by such service recipient that are then in effect, or, if no such
procedures are then in effect, in accordance with the default procedures set forth
in Treasury Regulations Section 1.409A-1(i).



     7. CHANGE IN CONTROL. For purposes of Section 6(d) of this Agreement, a Change of Control
shall be deemed to have occurred if the event set forth in any one of the following paragraphs
shall have occurred:




     (i) any person or entity, or group thereof acting in concert (a “Person”) (other than
(A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding
securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an
underwriter temporarily holding securities pursuant to an offering of such securities, (D) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock in the Company, or (E) John
H. Sykes), being or becoming the “beneficial owner” (as such term is defined in Securities
and Exchange Commission (“SEC”) Rule 13d-3 under the Exchange Act) of securities of the
Company which, together with securities previously owned, confer upon such person, entity or
group the combined voting power, on any matters brought to a vote of shareholders, of twenty
percent (20%) or more of the then outstanding shares of voting securities of the Company; or




     (ii) the sale, assignment or transfer of assets of the Company or any subsidiary or
subsidiaries, in a transaction or series of transactions, if the aggregate consideration
received or to be received by the Company or any such subsidiary in connection with such
sale, assignment or transfer is greater than fifty-one percent (51%) of the book value,
determined by the Company in accordance with generally accepted accounting principles, of
the Company’s assets determined on a consolidated basis immediately before such transaction
or the first of such transactions; or




     (iii) the merger, consolidation, share exchange or reorganization of the Company (or
one or more direct or indirect subsidiaries of the Company) as a result of which the holders
of all of the shares of capital stock of the Company as a group would receive less than
fifty-one percent (51%) of the combined voting power of the voting securities of the Company
or such surviving or resulting entity or any parent thereof immediately after such merger,
consolidation, share exchange or reorganization; or




     (iv) the adoption of a plan of complete liquidation or the approval of the dissolution
of the Company; or




     (v) the commencement (within the meaning of SEC Rule 13e-4 under the Exchange Act) of a
tender or exchange offer which, if successful, would result in a Change of Control of the
Company; or



					
	 	 	 	 	 
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     (vi) any holder of more than 20% of the shares of capital stock of the Company on the
Effective Date of this agreement becomes the holder of more than 50% of the shares of
capital stock of the Company; or




     (vii) a determination by the Board of Directors of the Company, in view of the then
current circumstances or impending events, that a Change of Control of the Company has
occurred or is imminent, which determination shall be made for the specific purpose of
triggering the operative provisions of this Agreement.



     8. NOTICE. For purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been duly given when hand-delivered, sent by
telecopier, facsimile transmission, or other electronic means of transmitting written documents (as
long as receipt is acknowledged) or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:


If to the Executive, to the address set forth on the signature page.




	 	 	 	 
	 	If to the Company:	 	Sykes Enterprises, Incorporated

400 North Ashley Drive, Suite 2800

Tampa, Florida 33602

Attention: Chief Executive Officer



with a copy to:


Sykes Enterprises, Incorporated

400 North Ashley Drive, Suite 2800

Tampa, Florida 33602

Attention: General Counsel









or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that a notice of change of address shall be effective only upon receipt.




     9. ENFORCEMENT AND GOVERNING LAW. It is stipulated that a breach by Executive of the
restrictive covenants set forth in Sections 4 and 5 of this Agreement will cause irreparable damage
to Company or its Clients, and that in the event of any breach of those provisions, Company is
entitled to injunctive relief restraining Executive from violating or continuing a violation of the
restrictive covenants as well as other remedies it may have. Additionally, such covenants shall be
enforceable against the Executive’s heirs, executors, administrators and legal representatives, and
enforceable by Company’s successors or assigns.



          The validity, interpretation, construction, and performance of this Agreement shall be
governed by the internal laws of the State of Florida. Any litigation to enforce this Agreement
shall be brought in the state or federal courts of Hillsborough County, Florida, which is the
principal place of business for Company and which is considered to be the place where this
Agreement is made. Both parties hereby consent to such courts’ exercise of personal jurisdiction
over them.




					
	 	 	 	 	 
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     10. ARBITRATION OF DISPUTES.




     (a) Duty to Arbitrate. Except for any claim by the Company to enforce the restrictive
covenants set forth in Sections 4 and 5 above, Company and Executive agree to resolve by
binding arbitration any claim or controversy arising out of or related to Executive’s
employment by Company or this Agreement, to include all matters directly or indirectly
related to your recruitment, employment or termination of employment by the Company
including, but not limited to claims involving laws against discrimination whether brought
under federal and/or state law, and/or claims involving co-employees but excluding workers
compensation claims, whether such claim is based in contract, tort, statute, or any other
legal theory, including any claim for damages, equitable relief, or both. The duty to
arbitrate under this Section extends to any claim by or against any officer, director,
shareholder, employee, agent, representative, parent, subsidiary, affiliate, heir, trustee,
legal representative, successor, or assign of either party making or defending any claim
that would otherwise be arbitrable under this Section. However, this Section shall not be
interpreted to preclude either party from petitioning a court of competent jurisdiction for
temporary injunctive relief, solely to preserve the status quo pending arbitration of the
claim or controversy, upon a proper showing of the need for such relief.




     (b) The Arbitrator. A single arbitrator will conduct the arbitration in Tampa,
Florida, U.S.A., in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “Rules”), and judgment upon the written award rendered by the
arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the
application of the Rules, however, discovery in the arbitration, including interrogatories,
requests for production, requests for admission, and depositions, will be fully available
and governed by the Federal Rules of Civil Procedure and Local Rules of the United States
District Court for the Middle District of Florida. The parties may agree upon a person to
act as sole arbitrator within thirty (30) days after submission of any claim or controversy
to arbitration pursuant to this Section. If the parties are unable to agree upon such a
person within such time period, an arbitrator shall be selected in accordance with the
Rules. The arbitrator will not have the power to award punitive or exemplary damages.




     (c) Limitations Period. The parties agree that any claim or controversy that would be
arbitrable under this Section must be submitted to arbitration within one (1) year after the
claim or controversy arises and that a failure to institute arbitration proceedings within
such time period shall constitute an absolute bar to the institution of any proceedings, in
arbitration or in any court, and a waiver of all such claims. This Section will survive the
expiration or early termination of this Agreement.




     (d) Governing Law. This Agreement shall be governed in its construction,
interpretation, and performance by the laws of the State of Florida, without reference to
law pertaining to conflict of laws. However, the Federal Arbitration Act, as amended, will
govern the interpretation and enforcement of this Section.



					
	 	 	 	 	 
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     (e) Attorneys’ Fees. The prevailing party in any arbitration or dispute, or in any
litigation, arising out of or related to Executive’s employment by Company or this
Agreement, shall be entitled to recover all costs and reasonable attorneys’ fees incurred on
all levels and in all proceedings, including, but not limited to, arbitration, filing,
hearing, processing, and witness fees, and any other costs and fees incurred, in any
investigations, arbitrations, trials, bankruptcies, and appeals.




     (f) Severability. Each part of this Section is severable. A holding that any part of
this Section is unenforceable will not affect the duty to arbitrate under this Section.



     11. MISCELLANEOUS. No provision of this Agreement may be modified or waived unless such
waiver or modification is agreed to in writing signed by the parties hereto; provided, however,
that the terms of the performance bonus and fringe benefits set forth on Exhibit “A” may be
amended by the Company in its discretion without the Executive’s consent to the extent provided
therein. No waiver by any party hereto of any breach by any other party hereto shall be deemed a
waiver of any similar or dissimilar term or condition at the same or at any prior or subsequent
time. This Agreement is the entire agreement between the parties hereto with respect to the
Executive’s employment by the Company and there are no agreements or representations, oral or
otherwise, expressed or implied, with respect to or related to the employment of the Executive
which are not set forth in this Agreement. Any prior agreement relating to the Executive’s
employment with the Company is hereby superseded and void, and is no longer in effect. This
Agreement shall be binding upon and inure to the benefit of the Company, its respective successors
and assigns, and the Executive and his/her heirs, executors, administrators and legal
representatives. Except as expressly set forth herein, no party shall assign any of his/her or its
rights under this Agreement without the prior written consent of the other party and any attempted
assignment without such prior written consent shall be null and void and without legal effect;
provided, however, that Company may assign this Agreement to any party that acquires all or
substantially all of Company’s assets or business, without Executive’s consent. The parties agree
that if any provision of this Agreement shall under any circumstances be deemed invalid or
inoperative, the Agreement shall be construed with the invalid or inoperative provision deleted and
the rights and obligations of the parties shall be construed and enforced accordingly. This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute but one and the same instrument. This Agreement
has been negotiated and no party shall be considered as being responsible for such drafting for the
purpose of applying any rule construing ambiguities against the drafter or otherwise.



     12. ADDITIONAL TAX PROVISIONS.



     (a) To the extent this Agreement provides for reimbursements of expenses incurred by Executive
or in-kind benefits the provision of which are not exempt from the requirements of Section 409A of
the Code, the following terms apply with respect to such reimbursements or benefits: (1) the
reimbursement of expenses or provision of in-kind benefits will be made or provided only during the
term of employment hereunder, or other period of time specifically provided herein; (2) the amount
of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year will
not affect the expenses eligible for reimbursement, or in-



					
	 	 	 	 	 
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kind benefits to be provided, in any other calendar year; (3) all reimbursements will be made
upon Executive’s request in accordance with the Company’s normal policies but no later than the
last day of the calendar year immediately following the calendar year in which the expense was
incurred; and (4) the right to reimbursement or the in-kind benefit will not be subject to
liquidation or exchange for another benefit.




     (b) The parties intend for this Agreement to conform in all respects to the requirements under
Section 409A of the Code or an exemption thereto. Accordingly, the parties intend for this
Agreement to be interpreted, construed, administered and applied in a manner as shall meet and
comply with the requirements of Section 409A of the Code or an exemption thereto. Notwithstanding
any other provision of this Agreement, none of the Company, its subsidiaries or affiliates or any
individual acting as a director, officer, employee, agent or other representative of the Company or
a subsidiary or affiliate shall be liable to Executive or any other person for any claim, loss,
liability or expense arising out of any interest, penalties or additional taxes due by Executive or
any other person as a result of this Agreement or the administration thereof not satisfying any of
the requirements of Section 409A of the Code. Executive represents and warrants that Executive has
reviewed or will review with his own tax advisors the federal, state, local and employment tax
consequences of entering into this Agreement, including, without limitation, under Section 409A of
the Code, and, with respect to such matters, Executive relies solely on such advisors.



[Signature Page Follows]




					
	 	 	 	 	 
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 
	SYKES ENTERPRISES, INCORPORATED	 	EXECUTIVE	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	By:  

	/s/ James T. Holder
	 	/s/ W. Michael Kipphut	 
	 

	 	 	 	 
	 	Name:  

	James T. Holder
	 	W. MICHAEL KIPPHUT	 
	 

	 	 	 	 	 
	 	Title:

	Sr. Vice President & General Counsel	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Address:	 
	 	 
	 

	 	 	 	 	 





					
	 	 	 	 	 
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EXHIBIT “A” TO EMPLOYMENT AGREEMENT




	 	 	 
	BASE SALARY:

	 	$7,692.31 per week payable bi-weekly
	 
	 	 
	PERFORMANCE BONUS:

	 	Eligible to participate in performance based bonus plan
	 
	 	 
	FRINGE BENEFITS:

	 	Eligible for standard executive benefits
	 
	 	 
	RENEWAL NOTICE PERIOD:

	 	Thirty (30) days
	 
	 	 





THE COMPANY RESERVES THE RIGHT, AT ITS DISCRETION, AT SUCH TIME OR TIMES AS IT ELECTS, TO CHANGE OR
ELIMINATE INCENTIVES OR OTHER BENEFITS.




     IN WITNESS WHEREOF, the parties have executed this Exhibit “A” as of the 30th day
of December, 2008.



	 	 	 	 	 	 
	SYKES ENTERPRISES, INCORPORATED	 	EXECUTIVE	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	By:  

	/s/ James T. Holder
	 	/s/ W. Michael Kipphut	 
	 

	 
	 	  	 
	 	Name:  

	James T. Holder
	 	W. MICHAEL KIPPHUT	 
	 

	 	 	 	 	 
	 	Title:

	Sr. Vice President & General Counsel	 	 	 
	 

	 	 	 	 	 





					
	 	 	 	 	 
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EXHIBIT “B” TO EMPLOYMENT AGREEMENT




Waiver and Release




     Employee agrees as follows:



     (a) Employee agrees to release and forever discharge by this Agreement the Employer from all
liabilities, causes of actions, charges, complaints, suits, claims, obligations, costs, losses,
damages, injuries, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines,
and all other legal responsibilities of any form whatsoever whether known or unknown, whether
suspected or unsuspected, whether fixed or contingent, whether in law or in equity, including but
not limited to those arising from any acts or omissions occurring prior to the effective date of
this Agreement, including those arising by reason of any and all matters from the beginning of time
to the present, arising out of his past employment with, compensation during, and separation from
Employer. Employee specifically releases claims under all applicable state and federal laws,
including but not limited to, Title VII of the Civil Rights Act of 1964 as amended, the Fair Labor
Standards Act, the Rehabilitation Act of 1973, the Family Medical Leave Act, the Employee
Retirement Income Security Act, the Consolidated Omnibus Reconciliation Act of 1986, the Americans
with Disabilities Act, the Florida Civil Rights Act of 1992, the Workers’ Compensation Act, the
Equal Pay Act, the Age Discrimination in Employment Act of 1967 (Title 29, United States Code,
Section 621, et seq.) (“ADEA”), as well as all common law claims, whether arising in tort or
contract.



     (b) In addition to the other provisions in this Agreement, Employee acknowledges that the
information in the following paragraphs is included for the express purpose of complying with the
Older Workers’ Benefits Protection Act, 29 U.S.C. 626(f):




     (1) I, W. Michael Kipphut, was over 40 years of age when I separated my employment and
when I signed this Agreement. I realize there are many laws and regulations prohibiting
employment discrimination or otherwise regulating employment or claims related to employment
discrimination or otherwise regulating employment or claims related to employment pursuant
to which I may have rights or claims, including the Age Discrimination in Employment Act of
1967, as amended (the “ADEA”). I hereby waive and release any rights or claims I may have
under the ADEA.




     (2) By signing this Agreement, I state that I am receiving compensation and benefits to
which I was not otherwise entitled. I am waiving and releasing all claims against Employer
that I may have based on my age. I am not waiving any claim or action under the ADEA based
upon rights or claims that may arise after the date I sign this Agreement.




     (3) I am being given monetary consideration in exchange for the release and waiver of
all claims that I am agreeing to herein. I am receiving this monetary consideration without
having to perform services of an equal value.




     (4) I was informed in writing that I could consult with an attorney before signing this
Agreement. I acknowledge that I was given the opportunity to consider this



					
	 	 	 	 	 
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Agreement for twenty-one (21) days before signing it, and, if I sign it, to revoke it
for a period of seven (7) days thereafter. Regardless of when I signed this Agreement, I
acknowledge that my seven-day period will not be waived. No payments will be made to me
until after the seven-day revocation period expires.



     (c) Employee shall not disclose, either directly or indirectly, any information whatsoever
regarding any of the terms or the existence of this Agreement or of any other claim Employee may
have against the Employer, to any person or organization, including but not limited to members of
the press and media, present and former employees of the Employer, companies who do business with
the Employer, or other members of the public. The only exceptions to Employee’s promise of
confidentiality herein is that Employee may reveal such terms of this Agreement as are necessary to
comply with a request made by the Internal Revenue Service, as otherwise compelled by a court or
agency of competent jurisdiction, as allowed and/or required by law, or as necessary to comply with
requests from Employee’s accountants or attorneys for legitimate business purposes.



     (d) Employee shall refrain from making any written or oral statement or taking any action,
directly or indirectly, which Employee knows or reasonably should know to be disparaging or
negative concerning the Employer except as allowed or required by law. Employee also shall refrain
from suggesting to anyone that any written or oral statements be made which Employee knows or
reasonably should know to be disparaging or negative concerning the Employer, or from urging or
influencing any person to make any such statement. This provision shall include, but not be
limited to, the requirement that Employee refrain from expressing any disparaging or negative
opinions concerning the Employer, Employee’s separation from the Employer, any of the Employer’s
officers, directors, or employees, or any other matters relative to the Employer’s reputation as an
employer. Employee’s promises in this subsection, however, shall not apply to any judicial or
administrative proceeding in which Employee is a party or has been subpoenaed to testify under oath
by a government agency or by any third party.



     (e) Beginning on the date of this Agreement and continuing at all times hereafter, Employee
and Employer shall, without any additional compensation except as provided herein, provide each
other with full cooperation and reasonable assistance in connection with Employer’s defense of (1)
any litigation against Employer, its officers, its subsidiaries, or its affiliates pending as of
the date hereof or (2) any other litigation against Employer, its officers, its subsidiaries, or
its affiliates arising out of or relating to any circumstance, fact, event, or omission alleged to
occur while Employee was employed by Employer. Employee shall at all times promptly be reimbursed
by Employer for any and all out-of-pocket expenses, including travel expenses, that may be incurred
by Employee in providing such cooperation and assistance, and to the extent that Employee provides
any such assistance or cooperation after the Post-Employment Period, the Employee also shall be
compensated for his time in providing such cooperation and assistance at a rate equivalent to a per
diem based upon his base salary as in effect under the Employment Agreement as of the date hereof.
Such cooperation and assistance shall include, but not be limited to, access for research, being
available for consultation, for deposition and trial testimony, and for availability and execution
of discovery-related documents such as interrogatories, affidavits, requests for production,
requests for admissions, and responses to each, as deemed necessary. Employee and Employer further
agree to provide their



					
	 	 	 	 	 
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good will and good faith in providing honest and forthright cooperation in all other aspects
of their defense of any such litigation.




     Effective Date. This Agreement may be revoked by the Employee for a period of seven (7) days
following the execution of the Agreement, and the Agreement shall not become effective or
enforceable until the revocation period has expired.



     IN WITNESS WHEREOF, and intending to be legally bound, the Employer by its authorized
representative, and Employee, execute this Employment Waiver and Release, by signing below
voluntarily and with full knowledge of the significance of all its provisions.



     PLEASE READ CAREFULLY. THIS EMPLOYMENT WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.



					
	 	 	 	 	 
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