EX-10.86 6 ttec-20180331ex108612bed.htm EX-10.86 Amended and Restated EXECUTIVE EMPLOYMENT AGREEMENT

a. The Agreement, hereby confirms ▇▇. ▇▇▇▇▇▇’▇ appointment as Senior Vice President, General Counsel & Chief Risk Officer for TTEC business, and as a member of TTEC Parent’s Executive Committee.

b. ▇▇. ▇▇▇▇▇▇ shall devote her full-time and best efforts to the performance of all duties contemplated by her title and responsibilities, and as assigned to her from time to time by the CEO or his delegates. Unless otherwise specifically authorized in writing by TTEC Parent, Employee shall not engage in any other business activity, or otherwise be employed by any other company other than TTEC’s subsidiaries. Notwithstanding the foregoing, ▇▇. ▇▇▇▇▇▇ is not precluded by the terms of this Agreement from serving on boards of directors of other non-competitor companies or not-for-profit organizations with TTEC Parent’s prior written approval.

c. As a member of TTEC Parent Executive Committee, ▇▇. ▇▇▇▇▇▇ shall render services to TTEC Parent as necessary and desirable to protect and advance the best interests of TTEC Parent and all its affiliated companies, acting at all times, in accordance with TTEC Ethics Code: How TTEC Does Business (or a successor code of conduct document), the Ethics Code for Executive and Senior Financial Officers, and in accordance with all other material policies and procedures.

d. ▇▇. ▇▇▇▇▇▇’▇ role with the Company may require travel from time to time, and ▇▇. ▇▇▇▇▇▇ understands and agrees that such travel is a material part of her responsibilities. ▇▇. ▇▇▇▇▇▇ shall travel in accordance with TTEC Parent travel policy. Notwithstanding the provisions of the travel policy to the contrary, the Company agrees that ▇▇. ▇▇▇▇▇▇ will be permitted to travel in business class for international travel exceeding 6 hours in duration.

e. Notwithstanding other provisions in this Agreement, but subject to the reasonable interpretation of provisions of Paragraph 6(j) (on “Constructive Termination”), ▇▇. ▇▇▇▇▇▇ understands and agrees that her role and responsibilities may change over time in the best interest of the business, and TTEC Parent reserves the right to assign to ▇▇. ▇▇▇▇▇▇ different roles and assignments that best serve the business.

a. Salary and Periodic Salary Review.  As of the Effective Date, ▇▇. ▇▇▇▇▇▇’▇ base salary is $375,000 per year (“Base Salary”), payable in equal installments in accordance with the Company’s standard payroll practice, less legally required deductions and withholdings. ▇▇. ▇▇▇▇▇▇’▇ Base Salary may be periodically reviewed and adjusted, at CEO’s discretion, to appropriately reflect her role in the business, the contribution of the role, and the market pay for such role in accordance with TTEC standard compensation review practices. Notwithstanding the foregoing, nothing in this Agreement provides assurances that ▇▇. ▇▇▇▇▇▇’▇ salary will be increased from time to time.

b. Variable Incentive Compensation (annual cash bonus).  As of the Effective Date, ▇▇. ▇▇▇▇▇▇ is eligible to participate in an annual performance based cash incentive program, currently referred to as TTEC Variable Incentive Plan (“VIP”). As of the Effective Date, ▇▇. ▇▇▇▇▇▇’▇ annual VIP opportunity currently shall be up to $285,000, tied to the annual targets and goals of the business as set by the CEO and TTEC’s Board of Directors. ▇▇. ▇▇▇▇▇▇’▇ annual VIP award will be based on a combination of metrics set-out and annually approved by TTEC and by the Board. At present these metrics include the (i) TTEC company-wide results of operations; and (ii) ▇▇. ▇▇▇▇▇▇’▇ individual performance against targets set-out by the CEO.

c. Annual Equity Grant.  ▇▇. ▇▇▇▇▇▇ is also eligible to participate in TTEC’s annual Equity program, designed to provide long term incentives for senior executives of the Company and align their interests with company stockholders. Currently, TTEC offers its equity grants in the form of restricted stock units, vesting over a period of years (the “RSUs”). ▇▇. ▇▇▇▇▇▇ is, and until and unless modified by the Compensation Committee of the Board, shall be eligible for an annual equity grant opportunity of up to $350,000 in fair market value of TTEC equity, based on the market value of the equity at the time of the grant. The actual amount of the annual equity grant is discretionary and is not guaranteed. It is based on TTEC’s performance overall, the performance of the business function for which ▇▇. ▇▇▇▇▇▇ is responsible, and ▇▇. ▇▇▇▇▇▇’▇ individual performance against targets, as set annually by the TTEC’s Board. The RSUs are granted under the terms of grant-specific agreements that are approved by the Compensation Committee of the Board from time to time (“Equity Agreements”). These Equity Agreements provide vesting schedules, performance metrics, if any, and other material terms of each grant. TTEC and its Compensation Committee of the Board reserve the right, at its discretion, to change the terms of future Equity Agreements and the equity granted thereunder. The use of the RSUs, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee of the Board, by other equity instruments in accordance with incentive compensation plans adopted by the Compensation Committee of the Board from time to time. All grants as part of TTEC Parent Equity program are subject to Executive Stock Ownership Guidelines included in this Agreement as Exhibit C.

d. Reimbursement of Business Expenses.  The Company agrees to reimburse ▇▇. ▇▇▇▇▇▇ for all reasonable out-of-pocket business expenses incurred by ▇▇. ▇▇▇▇▇▇ on behalf of the Company in accordance with TTEC expense reimbursement policies.

e. Services to Subsidiaries.  ▇▇. ▇▇▇▇▇▇ acknowledges that, as part of her employment responsibilities, she may be required to serve as an officer and/or director (“D&O”) of TTEC subsidiaries, affiliates and related entities. She hereby agrees to perform such duties diligently and without additional compensation, and to follow TTEC direction in the performance of such services. For the duration of such D&O services, TTEC shall maintain appropriate D&O insurance policies for ▇▇. ▇▇▇▇▇▇’▇ protection in connection with the services. Furthermore, ▇▇. ▇▇▇▇▇▇ agrees to resign such D&O roles, if requested to do so by TTEC. At the time contemporaneous with the execution of this Agreement or at a prior time, ▇▇. ▇▇▇▇▇▇ will sign a resignation letter in the general form attached hereto, as Exhibit A, which letter shall become effective on termination of this Agreement, for any reason, or without termination, at TTEC’s discretion, if TTEC determines that such resignation is in the best interest of the business.

f. Tax Liability and Withholdings.  All compensation and other payments made under this Agreement will be subject to withholding of the federal, state, and local taxes, Social Security, Medicare and other withholdings in such amounts as is reasonably determined by Company. The withholdings taxes due with respect to any equity grants may, at Company’s discretion and in accordance with the relevant equity plans, be deducted directly from the equity being granted or as it vests. The Company shall have the right to take all the action as it deems necessary to satisfy its and employees tax withholding obligations.

a. For the avoidance of doubt, the definition of “Change in Control” as provided in this Agreement is substantially similar to those that are included in the Equity Agreements that ▇▇. ▇▇▇▇▇▇ currently holds. The sole purpose of the provision being restated in this Agreement is to establish the Change in Control provisions in this omnibus Agreement that controls the terms of ▇▇. ▇▇▇▇▇▇’▇ employment with the Company. For purposes of this Agreement, “Change in Control” event shall mean the occurrence of any one of the following:

(v) If, during any period of 15 consecutive calendar months commencing at any time on or after the Effective Date, those individuals (“Continuing Directors”) who either (1) were directors of TTEC Parent on the first day of each such 15‑months period, or (2) subsequently became directors of TTEC Parent and whose actual election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors who were then members of the TTEC Parent Board of Directors, cease to constitute a majority of the Board of Directors of TTEC Parent.

(i) Severance.  If ▇▇. ▇▇▇▇▇▇ executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit B (attached hereto), releasing all legal claims except for those that cannot legally be released and ▇▇. ▇▇▇▇▇▇ continues to comply with all terms of such separation agreement, and any other agreements signed by the Employee with the Company, then the Company shall pay ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ compensation equal to fifteen (15) full calendar months of ▇▇. ▇▇▇▇▇▇’▇ then current base pay (“Severance” or “salary continuation”). Salary continuation payments will be made at the Company’s regular payroll intervals, provided, however, payments accruing for payroll periods prior to the date that the Company has received a signed and effective separation agreement and release shall be suspended and paid on the first payroll date following the effective date of the separation and release.

(ii) Continuation of Benefits.  In addition to Severance, the Company shall continue to provide to Employee and to the Employee’s eligible dependents with the same level of welfare and health benefits, including without limitation medical, dental, vision, accident, disability, life insurance, and other welfare benefits in place prior to termination of employment for a period of twelve (12) months after the effective date of such termination, on substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to termination; provided that, if Employee cannot continue to participate in the Company’s, TTEC Parent’s or successor’s benefit plans, TTEC Parent or successor shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted.

(iii) Equity Vesting. Notwithstanding the vesting schedules contained in Equity Agreements that ▇▇. ▇▇▇▇▇▇ currently holds or would hold, and except in the context of a Change of Control event related termination where agreements provide for accelerated vesting of certain equity awards, any unvested equity awards that would otherwise vest on or after the termination date shall automatically forfeit.

c. Termination by the Company for Cause.  The Company may terminate this Agreement with no notice for Cause, as that term is defined in Paragraph 6(g), with the Company's only obligation being the payment of any salary and compensation earned as of the date of termination, and any continuing obligations under the Company benefit plans then in effect, and without liability for severance compensation of any kind, including Severance set forth in Paragraph 6(b). 

d. Termination by Employee. ▇▇. ▇▇▇▇▇▇ is not entitled to severance compensation if she voluntarily terminates her employment with the Company. Termination by Employee for “Good Reason” (as the term is defined in Paragraph 6(j)) shall constitute Termination without Cause by the Company for purposes of this Agreement.

e. Termination upon Employee’s Death.  This Agreement shall terminate immediately upon Employee’s death. Thereafter, the Company shall pay to the Employee’s estate all compensation fully earned, and benefits fully vested as of the last date of Employee’s continuous, full-time active employment with the Company. For purposes of this Agreement, continuous, full-time active employment shall be defined as the last date upon which Employee continuously performed her job responsibilities on a regular, full-time basis consisting of at least 35 hours per week, and in the usual course of the Company’s business (“Continuous Full-Time Active Employment”). In case of Employee’s death, the Company shall not be required to pay any form of severance or other compensation concerning or on account of the Employee’s employment with the Company or the termination thereof.

f. Termination Due to or Following Disability.  During the first ninety (90) calendar days after a mental or physical condition that renders Employee unable to perform the essential functions of her position with reasonable accommodation (the “Initial Disability Period”), Employee shall continue to receive her base salary pursuant to Paragraph 2(a) of this Agreement. Thereafter, if Employee qualifies for benefits under the Company’s long-term disability insurance plan (the “LTD Plan”), then Employee shall remain on leave for as long as Employee continues to qualify for such benefits, up to a maximum of 180 consecutive days (the “Long-term Leave Period”). The Long-term Leave Period shall begin on the first day following the end of the Initial Disability Period. During the Long-term Leave Period, Employee shall be entitled to any benefits to which the LTD Plan entitles Employee, but no additional compensation from the Company in the form of salary, performance bonus, equity grants, allowances or otherwise. If during or at the end of the Long-term Leave Period Employee remains unable to perform the essential functions of her position, then

the Company may terminate this Agreement and/or Employee’s employment. If the Company terminates this Agreement or Employee’s employment under this Paragraph 6(f), the Company’s payment obligation to Employee shall be limited to all compensation fully earned, and benefits fully vested as of the last date of Employee’s continuous, full-time active employment with the Company. 

g. Definition of “Cause”.  For purposes of this Agreement, “Cause” shall have the following meaning:

(i) Fraud,  theft, embezzlement (or attempted fraud, theft, embezzlement), dishonest acts or illegal conduct;

(ii) Other similar acts of willful misconduct on the part of Employee resulting in damage to TTEC Parent or the Company;

(iii) A material breach by the Employee of this Agreement;

(iv) Use of any controlled substance or alcohol while performing Employee’s duties except as part of a TTEC Parent or Company-sponsored event in connection with a business-related social engagement such as a trade conference or customer entertainment, but only in moderation and in a professional manner that reflects positively on TTEC Parent and the Company; with visible inebriation at a business-related social engagement constituting a cause for immediate termination;

(v) A  breach of a  fiduciary duty that results in an adverse impact to TTEC Parent or the Company or in personal profit to the Employee (as determined by the Company based on its conflict of interest policies outlined in the TTEC Ethics Code);

(vi) Use of trade secrets or confidential information of TTEC Parent or the Company, other than in pursuit of TTEC Parent or the Company’s business; 

(vii) Aiding a competitor of TTEC Parent; or

(viii) Failure by Employee in the performance of her duties that results in material adverse effect on TTEC Parent, the Company or TTEC Parent subsidiary companies. 

(i) Severance. If Employee executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit B (attached hereto), releasing all legal claims except for those that cannot legally be released and agrees to continue to comply with all terms of such separation agreement, and any other agreements signed by the Employee with the Company or successor, then the Company shall pay the Employee a lump-sum severance compensation equal to one-and-a-half times (1.5x) of Employee’s Base Salary in effect at the time of such termination (“COC Severance”) within ten (10) business days of the effective date of such Change in Control related termination; provided, however, if the COC Severance payment is due prior to the date that the Company, TTEC Parent or successor receive a signed and effective separation agreement and release, the payment shall be suspended until the receipt of such signed separation agreement, and then paid as soon as reasonable but in no event later than ten (10) business days after such receipt.

(ii) Continuation of Benefits.  In addition to COC Severance, the Company, TTEC Parent or successor shall continue to provide to Employee and to the Employee’s eligible dependents with the same level of welfare and health benefits, including without limitation medical, dental, vision, accident, disability, life insurance, and other welfare benefits in place prior to termination of employment for a period of twelve (12) months after the effective date of such termination, on substantially the same terms and conditions (including contributions required by the Employee for such benefits) as existed immediately prior to termination; provided that, if Employee cannot continue to participate in TTEC’s or successor’s benefit plans, TTEC or successor shall otherwise provide such benefits (via lump sum compensation or in kind) on the same after-tax basis as if continued participation had been permitted.

(iii) Equity Vesting on Change of Control (single trigger). Notwithstanding any vesting schedule provisions contained in Equity Agreements that Employee currently holds or may hold, provided such Equity Agreements represent awards for performance periods of prior to and including fiscal year 2017 performance period, regardless of when issued, any unvested equity that would otherwise vest pursuant to these awards on or after the Change in Control event’s effective date shall automatically vest as of the date immediately prior to the date of Change in Control event, regardless of whether Employee’s employment with the Company, TTEC Parent, or successor shall continue after the Change of Control event.

(iv) Equity Vesting on Change of Control Termination (double trigger). Notwithstanding any vesting schedule provisions contained in Equity Agreements that Employee may hold, provided such Equity Agreements represent awards for performance period after fiscal year 2017 performance period, regardless of when issued, any unvested equity that would vest pursuant to these awards on or after the Change in Control event effective date and would otherwise forfeit on termination of employment, shall vest in full as of employment termination date, if such termination occurs during the COC Period.

(v) Termination Ahead of Change of Control Event.  Notwithstanding anything in this Agreement to the contrary, if Employee’s employment is terminated (actually or pursuant to a Constructive Termination as defined in Paragraph 6(j) of this Agreement) within three (3) months before a Change in Control event occurs, then for purposes of this Agreement, the effective date of Change in Control event shall be deemed to be the date immediately prior to the date of such termination of employment.

(i) Change in Responsibilities. The material adverse change in Employee’s scope of responsibilities and duties (including the diminution of such duties and responsibilities), or material adverse change in Employee’s reporting responsibilities or title by the Company, TTEC parent, or in case of a Change in Control event by their successor.

(ii) Change in Compensation.  Any material reduction by the Company, TTEC Parent or, in case of a Change in Control event by successor, of Employee’s total compensation package, including material adverse change in the annual salary, the incentive bonus ranges and targets, or the timing of payment of same as compared to the compensation package in effect as of the date hereof or immediately prior to a Change in Control event, as the case may be. Notwithstanding anything in this provision to the contrary, a change in the compensation structure that is consistent with prevailing market trends, as supported by an independent report of a qualified compensation advisor to the Compensation Committee of the Board, the Company or its successor, shall not give rise to a ‘constructive termination’ or ‘termination for good reason’ claim.

(iii) Change in Location.    Any requirement of the Company or successor that Employee be based anywhere more than twenty-five (25) miles from the site where the Employee is located as of the Effective Date or the time of the Change in Control event.

(iv) Failure to Cause Assumption of this Agreement.  Failure of the Company or TTEC Parent to assign and obtain the assumption of this Agreement from any successor in case of a Change in Control event.

a. Non-Compete Undertaking. For a period of twelve (12) months from separation from TTEC Parent and/or the Company, not to work or otherwise contribute her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e. a shareholder holding more than 5% of outstanding equity in the company), volunteer, intern or in any other similar capacity anywhere in the world to a business entity engaged in the same or substantially similar business as TTEC Parent its subsidiaries and affiliates, including entities engaged in the full life cycle of customer strategy, analytics-driven, technology-enabled customer engagement management solutions from customer engagement strategy consulting, to technology and analytics driven customer acquisition to technology solution development and integration to business process outsourcing customer care (collectively, “TTEC Business”). The Non-Compete Undertaking shall apply throughout, and shall only be limited by, the territory where the Employee performs services for the Company and TTEC Parent, as provided in this Agreement. For the avoidance of doubt, the term ‘performs services for’ shall not be limited to ‘works at’ or any other limitation delineating where the Employee performs the actual services, but instead shall relate to the entire territory where the Company and TTEC Parent benefits and is reasonable to expect to benefit from the Employee’s services. Given ▇▇. ▇▇▇▇▇▇’▇ role as the Executive Vice President and TTEC chief revenue officer, the territory for purposes of this Agreement shall be worldwide.

b. Employee Non-Solicitation Undertaking. For a period of twelve (12) months from separation from TTEC Parent and the Company, Employee agrees not to solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment, directly or indirectly, of any then current employee of the Company or its subsidiaries and affiliates.

c. Client Non-Solicitation Undertaking. For a period of twelve (12) months from separation from TTEC Parent or the Company, Employee agrees not to solicit or interfere with business relationships between TTEC Parent, the Company, and current and prospective (currently actively pursued) clients of TTEC Parent, or any of its subsidiaries and affiliates, for purposes of offering or accepting goods or services similar to or competitive with those offered by TTEC Parent or any of its subsidiaries and affiliates.

a. Relationship between this Agreement and Other Company Agreements.  In the event of any direct conflict between any term of this Agreement and any TTEC Parent and/or Company agreement, policy, procedure, guideline or other publication addressing the same terms and conditions contained in this Agreement, the terms of this Agreement shall control ▇▇. ▇▇▇▇▇▇’▇ employment. 

b. Successors and Assigns.  TTEC Parent, the Company, its successors and assigns may in their sole discretion assign this Agreement to any person or entity in connection with the merger, acquisition or other business combination that results in the divestiture or transfer of all or substantially all the assets of the Company or TTEC Parent. This Agreement shall bind, and inure to the benefit of the Company's successors or assigns. This Agreement is for personal services and ▇▇. ▇▇▇▇▇▇ shall not assign her rights or obligations hereunder.

c. IRSC Section 409A.  

(i) Interpretation.  This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from, or complies with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Internal Revenue Service guidance and Treasury Regulations thereunder (collectively, “Section 409A”). It is the Parties’ intention that salary continuation payments under the Agreement will be exempt from the requirements of Section 409A because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent.

(ii) Separation from Service; Separate Payments.  Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit subject to Section 409A, including an exemption from Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, all references to ▇▇. ▇▇▇▇▇▇’▇ “termination of employment” shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), and Employee shall not be considered to have had a termination of employment unless such termination constitutes a “separation from service” with respect to Employee. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

(iii) Specified Employee.  Notwithstanding anything in this Agreement to the contrary, if the Employee is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Employee’s “separation from service”, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) and is payable on account of the Employee’s separation from service shall be delayed in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i), and any such delayed payment shall be paid to ▇▇. ▇▇▇▇▇▇ in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of a six-month period from the date of Employee’s “separation from service,” or (ii) Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) or 1.409A-1(b)(9), or in any other applicable exception or provision of Section 409A.

(iv) Reimbursements.  With regard to any provision in this Agreement that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (x) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such arrangement provides for a limit on the amount of expenses that may be reimbursed over some or all of the period the arrangement is in effect and (z) such payments shall be made on or before the last day of ▇▇. ▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expenses were incurred.

(v) Cooperation.  If the Parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, ▇▇. ▇▇▇▇▇▇ and the Company agree to amend this Agreement, or take such other actions as ▇▇. ▇▇▇▇▇▇ and the Company deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to ▇▇. ▇▇▇▇▇▇ under this Agreement.  If any provision of this Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

h. Construction.  Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular. The Parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the agreement's terms and to consult with counsel of their own choosing. Therefore, the Parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the agreement's drafter, and agree that this Agreement and all amendments thereto shall be construed as a whole, according to the fair meaning of the language used.

▇. ▇▇▇▇-▇▇▇▇▇ Clawback Provision.  Notwithstanding any other provision in this Agreement or in the related Equity Agreements, in the event that pursuant to the terms or requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, or of any applicable laws, rules or regulations promulgated by the US Securities and Exchange Commission or any listing requirements of any stock exchange or stock market on which any securities of TTEC Parent trade, from time to time, and in the event any bonus payment, equity award or other payment is based upon the satisfaction of financial performance metrics which are subsequently reversed due to a restatement or reclassification of financial results of TTEC Parent, then any payments made or equity awards granted (and equity received pursuant to these awards) shall be returned and forfeited to the extent required and as provided by applicable laws, rules, regulations or listing requirements. This Paragraph 8(i) shall survive any expiration or termination of this Agreement for any reason.

j. Greatest Net Benefit.

(i) Anything in this Agreement to the contrary notwithstanding, in the event that the Employee determines (at his/her discretion and expense) that the receipt of any payments hereunder would subject the Employee to tax under Internal Revenue Code (the “Code”) Section 4999 or a successor provision, the Employee shall have the option at his/her discretion to cause TTEC Parent or successor to reduce the payment due to the Employee under this Agreement so that the net (after tax) benefit of the payments to the Employee is maximized (“Reduced Payment Election”). The Employee shall have forty-five (45) calendar days from receipt of notice of the payment due under this Agreement or the payment itself under this Agreement, as the case may be, to advise TTEC Parent or successor of such election.

(ii) If the Employee accepts the full payment hereunder and thereafter within the period provided above determines that he/she wants to make the Reduced Payment Election, any payments received by the Employee in excess of the amount payable under Reduced Payment Election shall be treated for all purposes as a loan ab initio to the Employee, which the Employee shall repay to TTEC Parent or successor, together with appropriate interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code, within sixty (60) days of the Reduced Payment Election.

(iii) Nothing in this Paragraph 8(j) shall be interpreted to compel the Executive to make the Reduced Payment Election.

k. Assignment and Assumption of Agreement.  Concurrently with any Change in Control event or a business combination that may impact the legal implications of this Agreement, the Company, TTEC Parent shall cause any successor or transferee to assume unconditionally, by written instrument delivered to Employee, all of the obligations of the Company and TTEC Parent hereunder. Failure of the Company or TTEC Parent to obtain such assumption prior to the effectiveness of any Change in Control event or other business combination, shall be a breach of this Agreement and shall constitute Good Reason entitling the Employee to resign, within thirty (30) calendar days of consummation of such Change of Control event or business combination, and receive compensation and benefits as provided in Paragraph 6(i).

l. Controlling Provisions.    The employment arrangement contemplated by this Agreement includes other related documents in addition to this Employment Agreement, some of which are TTEC Parent and the Company’s standard documents not otherwise tailored to this transaction. To the extent any provisions of these related agreements contradict the clear provisions and terms of this Employment Agreement, the provisions of this Agreement shall be controlling.

Employee

____________________

▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Date:    _________________

TTEC Services Corporation

________________________

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Administrative Officer

Date:   ______________________

Name of Corporation

Office Held

State/Country of Incorporation

1.

Settlement Payment:  Provided that you sign and return this Agreement, and it thereafter becomes effective as described below, you will receive a settlement payment equivalent to ___________________of your base salary, for a total amount of $__________________ (“Settlement Payment”). Payment shall be made in bi-weekly installments in accordance with the Company’s normal payroll schedule, less applicable federal, state, and local taxes and other authorized deductions and shall be started within 15 days of the Termination Date.

2.

Benefits:  Your current medical, dental, vision and healthcare flexible spending account coverage (to the extent that you have a positive balance in that account as of today’s date) will be continued until the Termination Date.  After the Termination Date, you may continue your existing medical insurance coverage at your own expense pursuant to your rights under federal law (commonly referred to as “COBRA”).  You will receive information on COBRA in a later mailing.

3.

Other Compensation Due You:  You will receive payment for any salary earned through the date of your separation from the Company, less applicable taxes and authorized or required withholding deductions.  You understand that you will be paid your earned wages and commissions, if any, set forth in this paragraph regardless of whether you sign this Agreement.

4.

Reimbursement for Business Expenses:    Within five days of the Termination Date, you will provide to the Company expense reports detailing all items, if any, for which you seek reimbursement, and the required supporting documentation for such expenses.  If you hold a corporate credit card account, and there is an outstanding amount due and owing on that account, you must submit documentation showing that the account has been paid in full within five days of the Termination Date and understand and agree that if you do not, the Company may withhold any amounts due and owing on that account from the Settlement Payment.  Your expense reports and supporting documentation will be subject to the same level of review that all other similar submissions receive from the Company’s Accounting Department.  The Company will reimburse you in accordance with its existing policies and procedures.  In addition, you will provide supporting documentation for all previously filed expense reports and agree to cooperate with the Company’s Accounting Department to resolve in good faith any issues relating to expenses.

5.

Return and Prohibition of Removal of Company Property and Records.  Except as otherwise specifically provided in this Agreement, you shall return all Company property and records on the Termination Date.  In the event you fail to return such property or records provided herein, you shall be liable to the Company for the value of all such property and records, and all reasonable costs, including attorneys’ fees, incurred by the Company in recovering such property or records.  Company property and records shall include, but is not limited to, cell phones, pagers, BlackBerry devices, tablets, laptops, printers, fax machines, and any Company related document whether in written or electronic form and whether created by you or another person or entity. Company equipment, files or business information of any kind, whether written, electronic, digital, or otherwise, shall not be copied, taken or otherwise used by you without the prior written consent of the Company.  In addition, the Company reserves the right to pursue all legal and equitable relief available for breach of this paragraph.

6.

Agreement to Protect Confidential Information, Assign Inventions, and Prevent Unfair Competition and Unfair Solicitation.   You understand that all terms and conditions of your “Agreement to Protect Confidential Information, Assign Inventions, and Prevent Unfair Competition and Unfair Solicitation” (the “Non-Compete Agreement”) and any other applicable employment documents you signed during your employment at TTEC, survive Termination and shall remain in full force and effect.

7.

Acknowledgment:    You understand and agree that, absent this Agreement, you would not otherwise be entitled to the payment specified in Paragraph 1.  Further, by signing this Agreement, you agree that you are entitled only to the payments described in this Agreement and that you are not entitled to any payments that are not specifically listed in this Agreement, excluding vested rights you may have pursuant to the Company’s 401(k), Stock Option, Restricted Stock Units and Life Insurance plans.

8.

General Release of All Claims:  In exchange for the Company’s payments in Paragraph 1, you promise that you will not ▇▇▇ TTEC Services Corporation, including its past and present parents, subsidiaries, partnerships, affiliated companies, officers, directors, employees, or agents.  By signing below, you release TTEC Services Corporation, including its past and present parents, subsidiaries, partnerships, affiliated companies, officers, directors, employees or agents (collectively, the “Released Parties”), from any and all claims you may have, known or unknown, that are releasable by private agreement, arising at any time through the date that this Agreement becomes effective, which is eight [8] days after you sign it without revoking it. The release specifically includes and is not limited to:

9.

Age Waiver for Employee 40 Years Old or More:    By signing this Agreement, you acknowledge that:

a.

The General Release in this Agreement includes a waiver and release of all claims you may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.);

b.

You have carefully read, and understand, this Agreement;

c.

You have twenty-one (21) days from the date of this Agreement to consider your rights and obligations under this Agreement and if you elect to sign it sooner, have done so knowingly, voluntarily, and after giving it your due consideration;

d.

You were, and hereby are, advised to consult with an attorney and/or any other advisors of your choice before signing this Agreement;

e.

You understand that this Agreement is legally binding and by signing it you give up certain rights;

f.

You have voluntarily chosen to enter into this Agreement and have not been forced or pressured in any way to sign it;

g.

You knowingly and voluntarily release the Released Parties from any and all claims you may have, known or unknown, in exchange for the payments and benefits you have obtained by signing this Agreement, and that these payments are in addition to any payments or benefits you would have otherwise received if you did not sign this Agreement;

h.

You have seven (7) days from the date you sign this Agreement to change your mind and revoke your acceptance.  To be effective, your revocation must be in writing and tendered to TTEC Corporate Headquarters, Human Capital Department, 9197 S. Peoria Street, Englewood, Colorado Attn: Settlement Agreements, either by mail or by ▇▇▇▇▇▇ delivery, within the seven (7) day period.  If by mail, the revocation must be:  1) postmarked within the seven (7) day period; 2) properly addressed; and 3) sent by Certified Mail, Return Receipt Requested.  The Agreement will become effective on the eighth day after you sign it, provided you do not revoke your acceptance.  You understand that the Company is not required to make the payments described herein unless and until this Agreement becomes effective; and

i.

You understand that this Agreement does not waive any rights or claims that may arise after this Agreement is signed and becomes effective, which is after the Company’s actual receipt of your signed signature page and after the 7-day revocation period has expired.

10.

No Admission of Wrongdoing:  By entering into this Agreement, neither you nor the Company nor any of the Released Parties suggest or admit any wrongdoing or violation of law.

11.

No Claims Filed:  As a condition of the Company entering into this Agreement, you represent that you have not filed, and do not intend to file, any lawsuit against the Company, or any of the other Released Parties.  This Agreement shall not be construed to prohibit you from filing a charge or complaint with the National Labor Relations Board, the Equal Employment Opportunity Commission, or participating in any investigation or proceedings conducted by either entity. 

12.

Confidentiality:  You agree that the terms of this Agreement are confidential.  You also agree not to tell anyone about this Agreement and not to disclose any information contained in this Agreement to anyone, other than your lawyer, financial advisor and immediate family members, unless you are compelled to do so by law.  If you do tell your lawyer, financial advisor or immediate family members about this Agreement or its contents, you must immediately tell them that they must keep it confidential as well.

13.

Breach of this Agreement:  You promise to abide by the terms and conditions in this Agreement and understand that if you do not, the Company is entitled to seek damages and injunctive relief.

14.

Entire Agreement:    This Agreement, together with the Arbitration Agreement, Agreement to Protect Confidential Information, Assign Inventions and Non-Solicitation (collectively, the "Employee Agreements") constitute the complete understanding between the Parties concerning all matters affecting your employment with the Company, the termination thereof and any ongoing responsibilities.  You hereby affirm and will comply with any and all ongoing obligations contained in the Employee Agreements, including obligations relating to confidentiality of Company information and binding arbitration. Moreover, you acknowledge that no promises or representations have been made to induce you to sign this Agreement other than as expressly set forth herein and that you have signed this Agreement as a free and voluntary act. 

15.

Severability.    If any clause, provision or paragraph of this Agreement is found to be void, invalid or unenforceable, such finding shall have no effect on the remainder of this Agreement, which shall continue to be in full force and effect.   Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

16.

Changes to the Agreement:  This Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

17.

Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Colorado, excluding its choice of law rules, and shall be binding upon the parties hereto and their respective successors and assigns.

Employee                                                       Target Holding Amount

Level                                                                   within 5 Years

Chief Financial Officer                                           3 times current base salary

Executive Vice President                                       2.5 times current base salary

Senior Vice President                                          1.5 times current base salary

Vice President                                                0.5 times current base salary

evel                                                          Net Shares to Hold

Employee                                               Guideline of Percentage of

Level                                                          Net Shares to Hold

Executive Vice President                                                      75%

Senior Vice President                                                         75%

Vice President                                                               50%