West Corporation (NASDAQ:WSTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

West Corporation (NASDAQ:WSTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March13, 2017, we amended the employment agreements with each
of Thomas B. Barker, Nancee R. Berger, Jan D. Madsen, Ronald R.
Beaumont and J. Scott Etzler to replace the Exhibit A to each
such agreement related to 2016 compensation with a new Exhibit A
related to 2017 compensation. Each of Mr.Barker, Ms.Berger,
Ms.Madsen, Mr.Beaumont and Mr.Etzler is referred to herein as an
Executive.

The Exhibit A to each of the applicable employment agreements
establishes for each Executive base salary and bonus
opportunities for 2017. The following table sets forth the 2017
base salary levels for each of the Executives:

Executive

2017BaseSalary

Thomas B. Barker

$ 1,000,000

Nancee R. Berger

$ 660,000

Jan D. Madsen

$ 450,000

Ronald Beaumont

$ 550,000

J. Scott Etzler

$ 575,000

Each of the Executives is eligible to receive a performance bonus
based on specified financial metrics. In the case of the
corporate Executives (Mr. Barker, Ms.Berger and Ms.Madsen), their
performance bonuses will be based on consolidated revenue
(Revenue) and adjusted earnings per share from continuing
operationsdiluted (Adjusted EPS) for West Corporation (West) in
2017. In the case of the business unit Executives (Mr. Beaumont
and Mr.Etzler), their performance bonuses will be based on their
respective business unit revenue (Business Unit Revenue),
business unit adjusted net operating income (Adjusted NOI) and
Wests Adjusted EPS. The total performance bonus which may be
earned by each Executive will be subject to a cap equal to two
times the target bonus.

Revenue, Business Unit Revenue, Adjusted EPS and Adjusted NOI for
purpose of the bonus calculations will be adjusted up or down to
reflect the foreign exchange rates for 2016 rather than the
actual foreign exchange rates, and any resulting adjustment to
Adjusted EPS will apply the same rounding conventions used for
publicly reported Adjusted EPS. Adjusted NOI for purposes of
incentive calculations will be adjusted up or down to reflect
corporate allocations assumed in the 2017 budget rather than
actual corporate allocations. All metrics are based upon Wests
and its affiliates consolidated operations. Results arising from
extraordinary items, mergers, acquisitions and joint ventures
completed during 2017 may be included in bonus calculations on a
case by case basis, as determined by the Compensation Committee.

Target and maximum bonus levels, as well as how the target bonus
is allocated among the metrics, are shown below:

Percent Weighting at Target

Executive

Target Bonus Maximum Bonus Corporate EPS Corporate Revenue Business Unit Adjusted NOI Business Unit Revenue

Mr.Barker

$ 1,300,000 $ 2,600,000 % % % %

Ms.Berger

$ 910,000 $ 1,820,000 % % % %

Ms. Madsen

$ 360,000 $ 720,000 % % % %

Mr.Beaumont

$ 440,000 $ 880,000 % % % %

Mr. Etzler

$ 575,000 $ 1,150,000 % % % %

Corporate Executives

The performance bonuses of the corporate Executives (Mr. Barker,
Ms.Berger and Ms.Madsen) will be calculated based on the
following tables:

Component 1: Incentive payout grid based on
Revenue

Revenue (In Mil$)

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(20%Weighting)
$ 2,450.0 % 40.0 % Maximum
$ 2,376.4 % 25.0 %
$ 2,339.0 % 20.0 % Target
$ 2,301.0 % 13.0 %
$ 2,100.0 % 0.0 % Threshold

For the incentive payout based on Revenue, the amount paid
will be extrapolated as needed between revenue range points to
the nearest tenth percent.

– 2 –

Component 2: Incentive payout grid based on Adjusted
EPS

Adjusted EPS

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(80%Weighting)
$ 3.10 % 160.0 % Maximum
$ 3.02 % 100.0 %
$ 2.91 % 80.0 % Target
$ 2.79 % 52.0 %
$ 2.72 % 0.0 % Threshold

For each $.01 of Adjusted EPS:

From $3.02 to $ 3.10, additional 7.5000% in % of Target
Incentive Paid.

From $2.91 to $ 3.02, additional 1.8182% in % of Target
Incentive Paid.

From $2.79 to $ 2.91, additional 2.3333% in % of Target
Incentive Paid.

From $2.72 . to $ 2.79, additional 7.4286% in % of Target
Incentive Paid.

Business Unit Executives

Mr.Beaumonts business unit performance-related bonus will be
calculated based on the combined Safety Services and Telecom
Services business units. Mr.Etzlers business unit
performance-related bonus will be calculated based on the
combined Unified Communications Services and Revenue Generation
business units.

Mr.Beaumonts business unit performance-related bonus for the
combined Safety Services and Telecom Services business units will
be calculated based on the tables set forth below with respect to
Business Unit Revenue and Adjusted NOI:

Component 1: Incentive payout grid based on
Revenue

Business Unit

Revenue (In Mil$)

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(20%Weighting)
$ 437.0 % 40.0 % Maximum
$ 420.8 % 25.0 %
$ 416.0 % 20.0 % Target
$ 410.0 % 13.0 %
$ 375.0 % 0.0 % Threshold

For the incentive payout based on Business Unit Revenue, the
amount paid will be extrapolated as needed between revenue range
points to the nearest tenth percent.

– 3 –

Component 2: Incentive payout grid based on Adjusted
NOI

Adjusted

NOI (In Mil$)

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(50%Weighting)
$ 106.0 % 100.0 % Maximum
$ 103.6 % 62.5 %
$ 101.0 % 50.0 % Target
$ 99.0 % 32.5 %
$ 95.0 % 0.0 % Threshold

For the incentive payout based on Adjusted NOI, the amount
paid will be extrapolated as needed between revenue range points
to the nearest tenth percent.

Mr.Etzlers business unit performance-related bonus for the
combined Unified Communications Services and Revenue Generation
business units will be calculated based on the tables set forth
below with respect to Business Unit Revenue and Adjusted NOI:

Component 1: Incentive payout grid based on
Revenue

Business Unit

Revenue (In Mil$)

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(20%Weighting)
$ 1,515.0 % 40.0 % Maximum
$ 1,470.0 % 25.0 %
$ 1,444.5 % 20.0 % Target
$ 1,420.0 % 13.0 %
$ 1,305.0 % 0.0 % Threshold

For the incentive payout based on Business Unit Revenue, the
amount paid will be extrapolated as needed between revenue range
points to the nearest tenth percent.

Component 2: Incentive payout grid based on Adjusted
NOI

Adjusted

NOI (In Mil$)

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(50%Weighting)
$ 335.0 % 100.0 % Maximum
$ 327.4 % 62.5 %
$ 318.0 % 50.0 % Target
$ 308.0 % 32.5 %
$ 300.0 % 0.0 % Threshold

For the incentive payout based on Adjusted NOI, the amount
paid will be extrapolated as needed between revenue range points
to the nearest tenth percent.

The component of each performance bonus allocated to Wests
Adjusted EPS (weighted 30% for each business unit Executive) will
be calculated for each of Mr. Beaumont and Mr. Etzler as follows:

Component 3: Incentive payout grid based on Adjusted
EPS

Adjusted

EPS

Total %ofTarget
IncentiveFactor
%ofTarget IncentivePaid
(30%Weighting)
$ 3.10 % 60.0 % Maximum
$ 3.02 % 37.5 %
$ 2.91 % 30.0 % Target
$ 2.79 % 19.5 %
$ 2.72 % 0.0 % Threshold

For each $.01 of Adjusted EPS:

From $3.02 to $3.10, additional 2.8125% in % of Target
Incentive Paid.

From $2.91 to $3.02, additional 0.6818% in % of Target
Incentive Paid.

From $2.79 to $2.91, additional 0.8750% in % of Target
Incentive Paid.

From $2.72 to $2.79, additional 2.7857% in % of Target
Incentive Paid.

– 4 –

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

10.01 Exhibit A, dated March13, 2017, to the Employment Agreement
between West Corporation and Thomas B. Barker, dated
December31, 2008
10.02 Exhibit A, dated March 13, 2017, to the Employment Agreement
between West Corporation and Nancee R. Berger, dated December
31, 2008
10.03 Exhibit A, dated March 13, 2017, to the Employment Agreement
between West Corporation and Jan D. Madsen, dated December
24, 2014
10.04 Exhibit A, dated March 13, 2017, to the Amended and Restated
Employment Agreement between West Telecom Services Holdings,
LLC and Ronald Beaumont, dated February 15, 2017
10.05 Exhibit A, dated March 13, 2017, to the Employment Agreement
between InterCall, Inc. and Joseph Etzler, dated January 1,
2009

– 5 –


About West Corporation (NASDAQ:WSTC)

West Corporation (West) is a global provider of technology-enabled communication services. The Company offers a range of communication and network infrastructure solutions that helps to manage or support communications. The Company operates through four segments: Unified Communications Services, which includes collaboration services, Unified Communications as a Service (UCaaS) and telecom services; Safety Services, which includes 9-1-1 network services, 9-1-1 telephony systems and services, 9-1-1 solutions for enterprises and database management; Interactive Services, which includes notifications and mobility, interactive voice response (IVR) self-service, cloud contact center and professional services, and Specialized Agent Services, which includes healthcare advocacy services, cost management services and revenue generation. The Company has sales and/or operations in the United States, Canada, Europe, the Middle East, Asia-Pacific, Latin America and South America.

West Corporation (NASDAQ:WSTC) Recent Trading Information

West Corporation (NASDAQ:WSTC) closed its last trading session up +0.19 at 24.59 with 253,636 shares trading hands.

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