Global BPO Services Corp
EMPLOYMENT AGREEMENT (FLAHERTY)
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<FILENAME>dex102.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT (FLAHERTY)
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<TITLE>EMPLOYMENT AGREEMENT (FLAHERTY)</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">Exhibit 10.2 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><U>EMPLOYMENT AGREEMENT </U></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%;padding-bottom:3px;line-height:95%; vertical-align:top"><FONT FACE="Times New Roman" SIZE="2">THER EMPLOYMENT
AGREEMENT (the &#147;Agreement&#148;), made as of the 16</FONT><FONT FACE="Times New Roman" SIZE="1"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"> day of July, 2008, is entered into by GLOBAL BPO SERVICES CORP., a Delaware corporation,
with its headquarters at 125 High Street, Boston, Massachusetts (the &#147;Company&#148;), and Sheila M. Flaherty (the &#147;Executive&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">The Company desires to employ the Executive, and the Executive desires to be employed by the Company. In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">1. <U>Term of Employment</U>. The Company hereby agrees
to employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms set forth in this Agreement, for an initial term (the &#147;Initial Term&#148;) commencing on the date of the closing of the acquisition of Stream
Holdings Corporation by the Company (the &#147;Commencement Date&#148;) and ending on the first anniversary of such date, which such term shall be extended for successive terms of one year each unless either party terminates this Agreement by
written notice to the other at least 30 days prior to the expiration of the initial or any extended term as applicable, or unless sooner terminated in accordance with the provisions of Section&nbsp;4 (such term, as it may be so extended or
terminated, the &#147;Employment Period&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">2. <U>Title and Capacity</U>. The Executive shall serve as Executive Vice President and General Counsel of
the Company. The Executive shall be based at the Company&#146;s headquarters in Boston, Massachusetts, or such place or places within a radius of 35 miles from such headquarters in Massachusetts. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such positions and such other duties and
responsibilities as are commensurate with the titles of Executive Vice President and General Counsel and or other such responsibilities as determined by the Chief Executive Officer. The Executive agrees to devote </FONT>
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<FONT FACE="Times New Roman" SIZE="2">her entire business time, attention and energies to the business and interests of the Company during the Employment Period; <U>provided</U>, <U>however</U>,
that the Executive may participate in other business ventures and charitable, civic or educational activities from time to time which do not substantially interfere with her duties and responsibilities hereunder. The Executive shall report directly
to the Chief Executive Officer. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">3. <U>Compensation and Benefits</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.1 <U>Salary</U>. The
Company shall pay the Executive, in twice-monthly installments, a base salary at the rate of $300,000 per annum (&#147;Base Salary&#148;) during the Employment Period. Such Base Salary may be increased in the sole discretion of the Chief Executive
Officer and shall be reviewed at least annually. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.2 <U>Bonus</U>. Within 90 days following the end of each fiscal year during the
Employment Period, commencing with fiscal 2008, the Company shall pay the Executive a bonus, consistent with the bonus targets set for the other senior executives of the Company and based on and subject to the Company&#146;s achievement of targeted
operating results for such year as established under the Company&#146;s Management Incentive Plan (&#147;MIP&#148;). The annual bonus target (&#147;bonus target&#148;) will be at least 60% of the Executive&#146;s Base Salary, based on achievement of
the annual budgeted earnings before interest, taxes, depreciation and amortization, adjusted for any acquisitions or divestitures, one time charges such as non-ordinary course litigation settlements and gains (including legal costs related thereto),
non-cash foreign currency gains and losses, transaction related costs or amortization of intangibles related to the transaction, restructuring charges for items such as site closure costs or employee severance, stock compensation charges (including
charges recorded under FAS 123 or other similar provisions related to stock compensation charges) or write-downs in assets) (hereafter referred to &#147;Adjusted EBITDA&#148;) and up to 120% of the Executive&#146;s Base Salary based on
over-performance of Adjusted EBITDA (after taking into account the effects of the additional bonus earned). The amount of the bonus earned for the achievement of Adjusted EBITDA greater than the target </FONT>
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<FONT FACE="Times New Roman" SIZE="2">Adjusted EBITDA for payment of the bonus at the full target level shall be determined by multiplying the amount of the annual bonus available for
over-performance by the percentage by which the actual annual Adjusted EBITDA exceeded the target for payment of the bonus at the 100% achievement level, <U>provided</U> the total bonus shall not exceed 200% achievement of the target bonus amount.
No bonus shall be paid if the Company achieves less than 90% of its target Adjusted EBITDA for the applicable period. If the Company achieves 90% of its target Adjusted EBITDA for the applicable period, the Executive shall receive 50% of the target
bonus. If the Company achieves more than 90% but less than 100% of the target Adjusted EBITDA for the applicable period, the Executive shall receive a pro rata amount of the bonus target (determined by extrapolating the percentages in the preceding
sentence so that, for example, 75% of the target bonus shall be paid if 95% of the targeted Adjusted EBITDA is achieved. The Executive and the Company hereby agree that the target for earning a bonus at the full target level for the fiscal year
ended December&nbsp;31, 2009 shall be $60&nbsp;million of Adjusted EBITDA. For fiscal 2008, the Executive will be eligible to receive a pro rata portion of the target bonus of the period of time in which she is employed by the Company following the
closing of the acquisition of Stream. The target Adjusted EBITDA for fiscal 2008 shall be the current budget of Stream, as existing for each full month subsequent to the commencement of the Executive&#146;s employment. For subsequent year&#146;s MIP
Bonus calculation purposes, the Executive&#146;s targeted Adjusted EBITDA shall be based on that year&#146;s annual budget as approved by the Board of Directors. To the extent that the MIP provides for any quarterly payments and such targets are
achieved, the Executive shall receive such payments quarterly. Any bonus earned due to the Company&#146;s achievement of such Adjusted EBITDA targets shall be paid on pro rata basis to the Executive for any period of less than a full calendar year
that the Executive is employed by the Company at such time as regular MIP Bonus payments are made to other employees. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.3 <U>Tax
Preparation and Insurance</U>. During the Employment Period, the Company shall reimburse the Executive for the reasonable costs (not to exceed $10,000 per year, pro rated for partial years) of (i)&nbsp;a tax consultant to assist the Executive or her
estate in the preparation of tax returns and tax planning and for other estate planning related costs incurred and (ii)&nbsp;premiums on life insurance policies obtained by the Executive. Any amounts so reimbursed shall not be refundable to the
Company once paid in the event that the Executive&#146;s employment is subsequently terminated for any reason. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.4 <U>Other Benefits</U>. The Executive shall be entitled to participate in all benefit programs that
the Company establishes and makes available to its executives and/or other employees, if any, to the extent that the Executive&#146;s position, tenure, salary, age, health and other qualifications make him eligible to participate. The Executive
shall also be eligible for such supplemental disability benefit coverage as may be made available by the Company to the extent that the Company&#146;s plans do not adequately cover a similar amount of coverage provided to other employees due to
Executive&#146;s salary level. Such participation shall be subject to (i)&nbsp;the terms of the applicable plan documents, (ii)&nbsp;generally applicable Company policies and (iii)&nbsp;the discretion of the Board or any administrative or other
committee provided for in or contemplated by such plan. The Executive shall be entitled to four (4)&nbsp;weeks paid vacation per year. Any unused vacation time accrued by the Executive at the end of any fiscal year shall be carried over in full to
the next year. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.6 <U>Reimbursement of Expenses</U>. The Company shall reimburse the Executive for all reasonable travel, entertainment,
mobile telephone and PDA expenses and other expenses incurred or paid by the Executive in connection with, or related to, the performance of her duties, responsibilities or services under her Agreement, upon presentation by the Executive of
documentation, expense statements, vouchers and/or such other supporting information as the Company may request. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.7
<U>Indemnification</U>. The Company hereby agrees to hold harmless and indemnify the Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it may be amended after the date hereof. The obligation of the
Company under this Section&nbsp;3 shall survive any termination of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">4. <U>Employment Termination</U>. The employment of the Executive by
the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.1 <U>Non-Renewal</U>. The election of
either the Company or the Executive not to extend the Employment Period pursuant to Section&nbsp;1 upon the expiration of the initial or any renewal term; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.2 <U>Cause</U>. At the election of the Company, for Cause, immediately upon written notice by the
Company to the Executive. For the purposes of her Section&nbsp;4.2, &#147;Cause&#148; shall mean (a)&nbsp;any material failure, other than due to disability, of the Executive to take or refrain from taking any corporate action consistent with her
duties as Executive Vice President and General Counsel as specified in written directions of the Chief Executive Officer, which such failure is not cured within 30&nbsp;days after written notice that failure to take or refrain from taking such
action shall constitute &#147;Cause&#148; for purposes hereof, (b)&nbsp;the Executive&#146;s willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company , (c)&nbsp;the conviction of the
Executive of, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony (for purposes hereof, no act or failure to act by the Executive shall be considered &#147;willful&#148;
unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive&#146;s action or omission was in the best interests of the Company); (d)&nbsp;fraud upon the Company including, without limitation, falsification
of Company records or financial information in any material respect; and (e)&nbsp;the Executive&#146;s breach in any material respect of any of the non-compete, non-solicitation, and proprietary information provisions of her Agreement, which is not
cured within 30&nbsp;days after written notice thereof to the Executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.3 <U>Good Reason</U>. The Executive may terminate her
employment for Good Reason. &#147;Good Reason&#148; shall mean the occurrence, without the Executive&#146;s prior written consent, of any of the events or circumstances set forth in clauses (a)&nbsp;through (g)&nbsp;below; provided, however, that a
termination for Good Reason by the Executive can only occur if (i)&nbsp;the Executive has given the Company a written notice of termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the
condition giving rise to Good Reason within thirty (30)&nbsp;days after receipt of such notice of termination, and (ii)&nbsp;such notice of termination is given within ninety (90)&nbsp;days after the initial occurrence of the condition giving rise
to Good Reason and termination for Good Reason occurs within 180&nbsp;days after such initial occurrence of the condition giving rise to Good Reason: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(a) the Company breaches, in any material respect, its obligations under this Agreement; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) a change in titles or a substantial diminution in the status, responsibilities, duties or powers of
the Executive; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) any reduction by the Company in the annual base salary or bonus opportunity of the Executive, other than pursuant to a
reduction that also is applied to substantially all other executive officers of the Company and reduces the level of employee salary and bonus opportunity by a percentage not greater than 10%; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) the failure by the Company to continue in effect any material compensation or benefit plan or program (including without limitation any life
insurance, medical, health and accident or disability plan) in which the Executive participates or which is applicable to the Executive, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan or program, and continue the Executive&#146;s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the
Executive&#146;s participation relative to other participants, than the basis that exists on December&nbsp;31,&nbsp;2008; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) if,
following a Change in Control, the Company fails to obtain agreement from any successor to assume and agree to perform this Agreement and agree that the Executive retains the same titles, role, position, authority and responsibilities in the merged
or surviving parent company as he had prior to the merger under Section&nbsp;2 of this Agreement; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(f) the relocation by the Company of the
Executive&#146;s principal work place to a site more than 35 miles from Boston, Massachusetts, or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(g) any amendment following the date
hereof to the indemnification provisions in the Company&#146;s Certificate of Incorporation that materially reduces the indemnification benefits to the Executive. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.4 <U>Disability</U>. The Executive&#146;s employment may be terminated by reason of her Disability or
death. As used in this Agreement, the term &#147;Disability&#148; shall mean the inability of the Executive, due to a physical or mental disability, for a period of 120 days, whether or not consecutive, during any 365-day period to perform the
services contemplated under her Agreement. A determination of Disability shall be made by a physician satisfactory to both the Executive and the Company; <U>provided</U> <U>that</U> if the Executive and the Company do not agree on a physician, the
Executive and the Company shall each select a physician and the two physicians together shall select a third physician, whose determination as to Disability shall be binding on all parties. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.5 <U>Without Cause</U>. The Company may terminate the employment of the Executive at any time, without Cause, upon 30&nbsp;days&#146; prior written
notice to the Executive or may pay the Executive compensation for such 30 day period in lieu of notice and the Executive will be due the applicable benefits described in Section&nbsp;5 of this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.6 <U>Without Good Reason.</U> The Executive may terminate her employment at any time, without Good Reason, upon 30 days&#146; prior written notice to
the Company. If the Executive terminates her employment pursuant to Section&nbsp;4.6 of her Agreement, he shall not be eligible to receive any of the benefits described in Section&nbsp;5.2 of this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">5. <U>Effect of Termination</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.1 <U>Base Salary,
Etc.</U> Upon the termination of the Executive&#146;s employment pursuant to Section&nbsp;4 hereof, the Company shall pay the Executive (i)&nbsp;the Base Salary payable to her under Section&nbsp;3 through the last day of her actual employment by the
Company, (ii)&nbsp;unless the Executive is terminated for Cause, at the time the Company pays its executives bonuses in accordance with its normal processes, a pro rata portion of any MIP Bonus earned but not previously paid for the year in which
termination occurs, based upon the targets established under that year&#146;s MIP Bonus Plan (such pro rata portion to be based on the portion of the year in </FONT>
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<FONT FACE="Times New Roman" SIZE="2">which the Executive was employed by the Company), and (iii)&nbsp;the value of any accrued but unused vacation entitlement. In addition, the Executive shall
be entitled to retain any computer, printer, mobile telephone, email device or similar portable equipment located in her office or home at the time of her termination, however, the Company shall have the right to erase any Company related
information or data on the computer or other electronic device prior to receipt by the Executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.2 <U>Additional Benefits</U>.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a)(i) If the employment of the Executive terminates (i)&nbsp;pursuant to Section&nbsp;4.1 by reason of an election by the Company not to
extend the Employment Period, (ii)&nbsp;by the Executive for Good Reason pursuant to Section&nbsp;4.3, (iii)&nbsp;by the Company without Cause pursuant to Section&nbsp;4.5 or (iv)&nbsp;by reason of the death or Disability of the Executive, the
Company shall: (A)&nbsp;pay to the Executive (or her estate), in equal bi-monthly (twice a month) installments in accordance with its normal payroll practices, over a one year period (the &#147;One Year Continuation Period&#148;), as compensation
for the Executive&#146;s loss of employment, an aggregate amount equal to the total of one times the Base Salary in effect at the time of termination; (B)&nbsp;provide twelve months&#146; accelerated vesting with respect to Executive&#146;s then
outstanding unvested equity awards and then vested equity awards (including those subject to accelerated vesting) shall remain exercisable by the Executive for a one year period following termination (or if earlier, until the expiration of the
option); (C)&nbsp;continue health, disability and dental benefits for the Executive and her family at a level commensurate with such benefits at the time of termination for a period of one year following such termination, and the Company shall pay
the employer&#146;s share of the premiums for such benefits until the earlier of one year after termination or such time as the Executive becomes eligible for substantially similar benefits from another employer, after which time the Executive will
be eligible to receive the maximum benefits permitted under COBRA to be paid by the Executive (but in no event shall the Company charge the Executive any administrative fees in connection with such COBRA benefits); and (D)&nbsp;during the One Year
Continuation Period maintain life insurance and long-term disability insurance benefits for the Executive at the levels in effect upon termination, and pay the related premiums. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a)(ii) If, (A)&nbsp;within 24&nbsp;months after a Change in Control or (B)&nbsp;within six months prior
to a Change in Control and after the execution by the Company of an agreement providing for such Change in Control, the employment of the Executive terminates (i)&nbsp;pursuant to Section&nbsp;4.1 by reason of an election by the Company not to
extend the Employment Period, (ii)&nbsp;by the Executive for Good Reason pursuant to Section&nbsp;4.3, (iii)&nbsp;by the Company without Cause pursuant to Section&nbsp;4.5, or (iv)&nbsp;by reason of the death or Disability of the Executive, the
Company shall, in lieu of the payments and benefits otherwise to be provided under Section&nbsp;5.2(a)(i): (A)&nbsp;pay to the Executive (or her estate), in equal bi-monthly (twice a month) installments in accordance with its normal payroll
practices, over a eighteen month period (the &#147;Continuation Period&#148;), as compensation for the Executive&#146;s loss of employment, an aggregate amount equal to 1.5 times the Base Salary in effect at the time of termination (B)&nbsp;provide
full vesting with respect to Executive&#146;s then outstanding unvested equity awards and such equity awards or instruments shall remain exercisable by the Executive for the eighteen month period following termination (or if earlier, until the
expiration of the option); (C)&nbsp;continue health, life insurance, disability and dental benefits etc. for the Executive and her family at a level commensurate with such benefits at the time of termination for a eighteen month period following
such termination and the Company shall pay the employer&#146;s share of the premiums for such benefits during until the earlier of eighteen months after termination or such time as the Executive becomes eligible for substantially similar benefits
from another employer, after which time the Executive will be eligible to receive the maximum benefits under permitted under COBRA to be paid by the Executive (but in no event shall the Company charge the Executive any administrative fees in
connection with such COBRA benefits); and (D)&nbsp;during the Continuation Period maintain life insurance and long-term disability insurance benefits for the Executive at the levels in effect upon termination, and pay the related premiums.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) If the Executive terminates her employment without Good Reason, this employment is terminated for Cause the Company will, at the
request of the Executive (or her estate), continue the Executive&#146;s and her family&#146;s health and dental benefits commensurate with those in effect upon such termination for up to eighteen (18)&nbsp;months or such longer period as may be
allowed by law or the applicable plan following such termination, and the Executive (or </FONT>
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<FONT FACE="Times New Roman" SIZE="2">her estate) shall pay the premiums therefore in accordance with COBRA (but in no event shall the Company charge the Executive any administrative fees in
connection with such COBRA benefits). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.3 <U>No Mitigation</U>. Following any termination of the Executive&#146;s employment hereunder,
the Executive shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of her Agreement, and such amounts shall not be reduced whether or not
the Executive obtains other employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4 <U>Entire Benefits, Etc</U>. The obligation of the Company to make payments to the Executive
under this Section&nbsp;5 of her Agreement is expressly conditioned upon the Executive&#146;s continued full performance of her obligations under Sections&nbsp;6 and 8 of her Agreement. The Executive recognizes that, except as expressly provided in
her Agreement, the Executive shall not be entitled to any other compensation or benefits from the Company following termination of her employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">6.
<U>Non-Compete</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) For a period of twelve (12)&nbsp;months after the termination of the Executive&#146;s employment with the Company
and provided that the Executive receives severance related payments as required to be provided under Section&nbsp;5 of this Agreement, the Executive will not: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(i) as an individual proprietor, partner, stockholder, officer, director, executive, director, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (2%)&nbsp;of
the total outstanding stock of any publicly traded company or five percent (5%)&nbsp;of any privately held company) and not in any other capacity), engage in any business throughout the world that directly competes with the business engaged in by
the Company or any of its subsidiaries at the time of the Executive&#146;s termination; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) directly recruit, solicit or hire any
person who is then an employee of the Company, other than an employee who on an unsolicited basis responds to an advertisement or to an executive recruiter that is not directed by the Executive to target that particular employee or the Company or
any of its subsidiaries. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) Executive acknowledges and agrees that the Company&#146;s business is global in nature due to the
types of products and services it provides and that it is reasonable for the Company to define the geographic location this Section&nbsp;6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period
of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The restrictions contained in this Section&nbsp;6 and in Section&nbsp;8 are necessary for the protection of the business and goodwill of the Company
and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section&nbsp;6 or Section&nbsp;8 will cause the Company substantial and irrevocable damage and therefore, in the event of any such
breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">7.
<U>Change in Control</U> means an event or occurrence set forth in any one or more of subsections (a)&nbsp;through (d)&nbsp;below: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) the
acquisition by an individual, entity or group (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership of any capital
stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (x)&nbsp;the then-outstanding shares of common stock of the Company (the
&#147;Outstanding Company Common Stock&#148;) or (y)&nbsp;the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the &#147;Outstanding Company Voting Securities&#148;);
<U>provided</U>, <U>however</U>, that for purposes of this subsection (a)&nbsp;or (d), the following acquisitions shall not constitute a Change in Control: (i)&nbsp;any acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from
the Company or an underwriter or agent of the Company), (ii)&nbsp;any acquisition by the Company, (iii)&nbsp;any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company, or (iv)&nbsp;any acquisition of securities of the Company by Ares Corporate Opportunities Fund II, L.P. (&#147;ACOF II&#148;); or any affiliate thereof, including, without limitation, any investment fund, investment partnership, investment
account or other investment person whose investment manager, investment advisor, managing member or general partner, is ACOF II or an affiliate of ACOF II or any member, partner, director, officer or employee of such investment manager, investment
advisor, managing member or general partner of ACOF II or any affiliate of ACOF II; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) such time as the Continuing Directors (as
defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term &#147;Continuing Director&#148; means at any date a member of the Board (i)&nbsp;who was a
member of the Board on the date of the execution of this Agreement or (ii)&nbsp;who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or
whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; <U>provided</U>, <U>however</U>, that there shall be excluded from this clause
(ii)&nbsp;any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by
or on behalf of a person other than the Board; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) the consummation of a merger, consolidation, reorganization, recapitalization or
statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a &#147;Business Combination&#148;), unless, immediately following such
Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Combination beneficially own, directly or indirectly, more than 40% of the then-outstanding shares of common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of
such transaction owns the Company or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">8. <U>Proprietary Information</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the
Company&#146;s business or financial affairs (collectively, &#147;Proprietary Information&#148;) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions,
products, technologies, web based portals or internet algorithms, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, and customer and
supplier lists. Executive will not disclose any Proprietary Information to others outside the Company or use the same for any unauthorized purposes without written approval by the Chief Executive Officer of the Company, either during or after her
employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive, <U>provided</U>, <U>however</U>, that nothing herein shall prevent the Executive from disclosing Proprietary Information to another
party, in the ordinary course of business, pursuant to a non-disclosure agreement between the Company and such other party. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) Executive
agrees that all files, letters, memoranda, reports, articles, books, records, data, web-based analyses or reports, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing
Proprietary Information, whether created by the Executive or others, which shall come into her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of her duties for the
Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Executive agrees that her obligation not to disclose or use information, know-how and records of the
types set forth in paragraphs (a)&nbsp;and (b)&nbsp;above, also extends to such types of information, know-how, records and tangible property of customers of the Company, customers or suppliers to the Company or other third parties who may have
disclosed or entrusted the same to the Company or to the Executive in the course of the Company&#146;s business. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">9. <U>Legal Expenses</U>. The Company
shall pay the reasonable attorney&#146;s fees and related legal expenses incurred by the Executive in connection with this Agreement (such fees subject to reimbursement shall not exceed $10,000). </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">10.</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><U>Section&nbsp;409A</U>. </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Subject to her
Section&nbsp;10, payments or benefits under Section&nbsp;5 shall begin only upon the date of a &#147;separation from service&#148; of the Executive (determined as set forth below) which occurs on or after the termination of the Executive&#146;s
employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section&nbsp;5, as applicable: </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) It is intended that each installment of the payments and benefits provided under Section&nbsp;5 shall be treated as a separate &#147;payment&#148;
for purposes of Section&nbsp;409A of the Code and the guidance issued thereunder (&#147;Section&nbsp;409A&#148;). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except
to the extent specifically permitted or required by Section&nbsp;409A. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) If, as of the date of the &#147;separation from service&#148;
of the Executive from the Company, the Executive is not a &#147;specified employee&#148; (within the meaning of Section&nbsp;409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section&nbsp;5.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">14 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) If, as of the date of the &#147;separation from service&#148; of the Executive from the Company,
the Executive is a &#147;specified employee&#148; (within the meaning of Section&nbsp;409A), then: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%;padding-bottom:3px;line-height:95%; vertical-align:top"><FONT
FACE="Times New Roman" SIZE="2">(1) Each installment of the payments and benefits due under Section&nbsp;5 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service
occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section&nbsp;1.409A-1(b)(4) to the maximum extent permissible under Section&nbsp;409A.
For purposes of her Agreement, the &#147;Short-Term Deferral Period&#148; means the period ending on the later of the 15</FONT><FONT FACE="Times New Roman" SIZE="1"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"> day of the third month
following the end of the Executive&#146;s tax year in which the separation from service occurs and the 15</FONT><FONT FACE="Times New Roman" SIZE="1"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"> day of the third month following the end
of the Company&#146;s tax year in which the separation from service occurs; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(2) Each installment of the payments and benefits due
under Section&nbsp;5 that is not described in Section&nbsp;10(a)(iii)(1) and that would, absent her subsection, be paid within the six-month period following the &#147;separation from service&#148; of the Executive from the Company shall not be paid
until the date that is six months and one day after such separation from service (or, if earlier, the Executive&#146;s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a
lump sum on the date that is six months and one day following the Executive&#146;s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; <U>provided</U>, <U>however</U>,
that the preceding provisions of her sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral
of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation
Section&nbsp;1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive&#146;s second taxable year following the taxable year in which the separation from service occurs. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The determination of whether and when a separation from service of the </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">15 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Executive from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation
Section&nbsp;1.409A-1(h). Solely for purposes of her Section&nbsp;10, &#147;Company&#148; shall include all persons with whom the Company would be considered a single employer under Section&nbsp;414(b) and 414(c) of the Code. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of
Section&nbsp;409A to the extent that such reimbursements or in-kind benefits are subject to Section&nbsp;409A. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The parties agree that
if any provision of her Agreement would subject Executive to any additional tax or interest under Section&nbsp;409A, the parties will cooperate to reform such provision and that the Company may reform any such provision unilaterally,
<U>provided</U>, that in the event of any such unilateral reform by the Company, the Company shall (x)&nbsp;maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional
tax or interest and (y)&nbsp;not incur any additional compensation expense as a result of such reformation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B></B>11. <U>Notices</U>. All notices
required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed, in the case of the
Company, to the address shown above or its most current corporate headquarters address to the attention of the Chief Executive Officer, or, in the case of the Executive, her most recent known address as disclosed to the Company or other such address
as he so discloses to the Company, or at such other address or addresses as either party shall designate to the other in accordance with this Section&nbsp;11<B>. </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">12. <U>Withholding</U>. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">13. <U>Entire Agreement</U>. This Agreement, together with any other agreement and instruments referred to herein, constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">16 </FONT></P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">14. <U>Amendment</U>. This Agreement may be amended or modified only by a written instrument executed by both the Company
and the Executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">15. <U>Governing Law</U>. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth
of Massachusetts. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">16. <U>Successors and Assigns</U>. This Agreement shall be binding upon and inure to the benefit of both parties and their respective
successors and assigns, including any Company with which or into which the Company may be merged or which may succeed to its assets or business; provided, however, that the obligations of the Executive are personal and shall not be assigned by him.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">17. <U>Miscellaneous</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17.1 No delay or
omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17.2 The captions of the sections of this Agreement are for convenience
of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17.3 In case any
provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>[Remainder of the Page Intentionally Left Blank] </I></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">17 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth
above. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="6%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="93%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">GLOBAL BPO SERVICES CORP.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ R. Scott Murray</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">R. Scott Murray</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">CHAIRMAN AND CHIEF EXECUTIVE OFFICER</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">EXECUTIVE:</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Sheila M. Flaherty</FONT></P></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">Sheila M. Flaherty</FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">18 </FONT></P>

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