|TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019|
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.
j. "Good Reason" or “Constructive Termination.” Termination by Employee for “Good Reason or “Constructive Termination” by the Company may be triggered if, without Employee's express written consent, the occurrence of any of the following (in connection with or independent of a Change in Control event):
(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.
An action taken in good faith and which is remedied by TTEC Parent or successor within fifteen (15) calendar days after receipt of Employee’s notice thereof shall not constitute Good Reason or Constructive Termination under this Agreement. Employee must provide notice of termination of employment within thirty (30) calendar days of Employee’s knowledge of an event constituting “Good Reason” or such event shall not constitute Good Reason or Constructive Termination under this Agreement.
7. NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION.
As a senior member of the executive leadership team of TTEC Parent, the Employee is privy to TTEC Parent company wide global business and financial strategy. Therefore, in addition to the provisions of the Confidentiality Agreements that the Employee signed at the time of her original employment with the Company, the Employee in consideration of the employment opportunity and compensation provided hereunder, agrees and covenants during the term of her affiliation with the Company (as an employee or otherwise):
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 Ms. McLean’s role as the Executive Vice President and TTEC chief revenue officer, the territory for purposes of this Agreement shall be worldwide.