TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019
Entire Document

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 Mr. Pollema is responsible, and Mr. Pollema’s 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.


In addition, the Compensation Committee of the Board may, but shall not be obligated to, adjust the Employee’s VIP award upward based on the Company’s and the Employee’s function’s overperformance against annual metrics set by the Board and deemed to be that year’s business imperatives, such as but not limited to annual bookings, revenue, operating income, backlog, and cash flow.


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 Mr. Pollema for all reasonable out-of-pocket business expenses incurred by Mr. Pollema on behalf of the Company in accordance with TTEC expense reimbursement policies.


e.   Services to Subsidiaries. Mr. Pollema acknowledges that, as part of his employment responsibilities, he may be required to serve as an officer and/or director (“D&O”) of TTEC subsidiaries, affiliates and related entities.  He 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 Mr. Pollema’s protection in connection with the services. Furthermore, Mr. Pollema 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, Mr. Pollema 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.