|TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019|
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and Restated Executive Employment Agreement ("Agreement") is by and between TTEC Services Corporation, a Delaware corporation (the "Company"), a wholly owned subsidiary of TTEC Holdings, Inc., a Delaware corporation ("TTEC Parent"), and Anthony Tsai ("Executive") (each a "Party" and together the "Parties"), is executed to be effective as of January 1, 2019 ("Effective Date").
Whereas, the Executive joined the Company as Chief Information and Innovation Officer effective September 5, 2017 ("Start Date");
Whereas, the Executive's employment agreement was amended and restated effective May 1, 2018 at the request of the TTEC Parent and the Compensation Committee of the TTEC Parent Board of Directors ("Compensation Committee"), which on the advice of the independent compensation consultant of the Committee, wished to amend and restate the Executive's original Employment Agreement in order to update the non-competition, non solicit, severance, and change of control provisions thereof to reflect the prevailing market terms for similarly situated executives;
Whereas, by mutual consent, the Executive's role with the Company changed effective the Effective Date;
Now, Therefore, the purpose of this Agreement is to formally document the terms and conditions of Mr. Tsai's employment with the Company as of the Effective Date.
a. The Company hereby employs Mr. Tsai as Executive Vice President, Chief Information and Innovation Officer to lead its global information technology group, including its Information Technology organization and its Information Security function (collectively known as "Technology & Innovation Group" or "TIG"), and to enable TTEC Parent to deliver its business objectives, as established from time to time by the TTEC Parent board of directors (the "Board") and TTEC Parent management executive committee (the "Executive Committee" or "EC"). In this role, Mr. Tsai will continue to report to TTEC Parent's Chief Executive Officer and will continue to be a member of the TTEC Parent executive leadership team and its EC. The Executive accepted such appointment with the Company effective the Effective Date.
b. Executive shall devote his full-time and best efforts to the performance of all duties contemplated by this Agreement and, as assigned to Executive from time to time by the CEO or his delegate in the event of the CEO's absence. Unless otherwise specifically authorized in writing by TTEC Parent, Executive shall not engage in any other business activity, or otherwise be employed by any other company. This shall not preclude Executive from serving on boards of directors with TTEC Parent's prior written approval.
c. Executive acknowledges that, as part of his employment duties, Executive may be required to perform services for, and serve as an officer and/or director of, TTEC Parent's subsidiaries, affiliates and related entities, on behalf of and as requested by TTEC Parent; and Executive agrees to perform such duties diligently and without further compensation. Although employed by the Company, a TTEC subsidiary, Executive as a member of the TTEC Parent executive leadership team shall render services to TTEC Parent as necessary and desirable to protect and advance the best interests of TTEC Parent, acting, in all instances, 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 of the Company.
d. Executive's role with the Company may require extensive travel and Mr. Tsai understands and agrees that such travel is a material part of his responsibilities. Mr. Tsai shall travel in accordance with TTEC Parent travel policy. Notwithstanding the provisions of the travel policy to the contrary, the Company agrees that Mr. Tsai will be permitted to travel in business class for international travel exceeding 6 hours in duration.