|TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019|
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.
If the act or acts constituting Cause are susceptible of cure, Company will provide Employee with written notice setting forth the acts constituting Cause and providing that Employee may cure such acts within thirty (30) business days of receipt of such notice. Any recurrence of acts constituting Cause within one (1) year of the original occurrence will void Employee’s right to such pre-termination right to cure.
h. Continuing Obligations. Ms. McLean shall remain subject to the Company’s Agreement to Protect Confidential Information, Assign Inventions and Prevent Unfair Competition and Unfair Solicitation (“Confidentiality Agreements”), Arbitration agreements, Equity Agreements, and any other similar agreements executed at any time during her employment, including without limitation this Agreement, all of which survive termination of employment.
i. Termination in Connection with Change in Control Event. If a Change in Control event occurs, and at any time within twenty-four (24) months of such Change in Control event effective date (“COC Period”) the Company, TTEC Parent, or its successor terminates Employee’s employment without Cause (as defined in Paragraph 6(g)) whether such termination occurs outright or pursuant to a Constructive Termination (as defined in Paragraph 6(j)), the Employee shall be entitled to and the Company, TTEC Parent or its successor shall cause the following to occur:
(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 two-and-a-half times (2. 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