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

e.    Notwithstanding other provisions in this Agreement, but subject to the reasonable interpretation of provisions of Section 7(j) (on "Constructive Termination"), the Executive understands and agrees that his role and responsibilities may change over time in the best interest of the business, and TTEC Parent reserves the right to assign to Mr. Tsai different roles and assignments that best serve the business.

2.    COMPENSATION.

a.        Salary and Period Salary Review.  As of the Start Date, Executive's base salary shall be $350.000 per year (''Base Salary"), payable in equal installments in accordance with the Company's standard payroll practice, less legally required deductions and withholdings. Executive's Base Salary may be periodically reviewed and adjusted in accordance with TTEC Parent standard procedures.

b.         Relocation.  As of Start Date, the Executive and the Company had an understanding that the role of TTEC's Chief Information and Innovation Officer was based at the Company's HQ in Colorado. The Executive, therefore, as condition of his employment with the Company agreed to relocate from his current state of residence to greater metropolitan area of Denver in the State of Colorado ("Company HQ Location") as soon as reasonable and no later than June 30, 2019.

The Executive now believes that he can effectively perform his role and his duties without relocation to the Company HQ Location, and, as an accommodation to the Executive, the Company is hereby waiving the relocation requirement at this time. This waiver is at Company's discretion and subject to the following:

(i)   The relocation allowance included in the original Employment Agreement is hereby forfeited;

(ii)  The Executive undertakes to travel to Company HQ Location periodically and as needed to perform his responsibilities and to serve the Company; he commits to travel economically and in compliance with the Company's Travel Policy;

(iii)  The Company reserves the right to reinstate its relocation requirement, with reasonable notice to the Executive, if at its reasonable discretion it believes that the Executive is not able to perform his duties effectively while not based at the Company HQ Location.If the Company elects to reinstate its relocation requirement, the Executive's decision not to relocate at that time, would constitute a breach of this Agreement and would permit the Company to terminate Executive's employment pursuant to Section 7(c) and will not constitute a "Good Reason" for purposes of Section 7(j).

c.         Variable Incentive Plan (annual cash) Bonus.  Beginning in 2017, and annually thereafter, Executive will be eligible to participate in an annual performance-based cash incentive program, currently referred to as TTEC Variable Incentive Plan ("VIP"). Executive's annual VIP opportunity shall be up to $350,000,  tied to the annual targets and goals of the business as set by the Board and the CEO. Executive's annual VIP awards are discretionary and not guaranteed. They are based on TTEC Parent's and Executive's performance against targets, as set by the Board and the CEO and will be based on a combination of:

(i)    TTEC-wide business results;

(ii)   TIG business segment specific results; and

(iii)  Executive's individual performance against agreed goals related to the execution of TTEC Parent's long-term and short-term plans to meet its strategic and financial goals.

In addition, the Compensation Committee of the Board may, but shall not be obligated to, adjust the Executive's VIP award upward based on the Company's and Executive'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 timing for the payment of the VIP awards, if any, is determined from time to time by the Compensation Committee of the Board.