|TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019|
(ii) Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Colorado without regard to conflict of law principles.
(iii) Disputes. The Parties agree that any action arising from or relating in any way to this Agreement, shall be resolved and tried in the state or federal courts situated in Denver, Colorado. The parties consent to jurisdiction and venue of those courts to the greatest extent allowed by law. In this regard, the Employee acknowledges and admits to all or a combination of several following substantial contacts with Colorado: (v) the Employee is employed, provides services for or otherwise is affiliated with an legal entity headquartered in the state of Colorado; (w) the Employee receives the compensation in a form of Employee checks or wire transfers that are drawn either directly or indirectly, from bank accounts in Colorado; (x) the Employee regularly interacts with, contacts and is contacted by other TTEC and Company employees and executives in Colorado; (y) the Employee either routinely travels to or attends business meetings in Colorado; and (z) the Employee receives substantial compensation and benefits as a result of TTEC Parent being a corporation headquartered in and subject to the laws of Colorado. Based on these and other contacts, the Employee acknowledges that he could reasonably be subject to the laws of Colorado.
e. Severability. If any court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of the Agreement shall remain fully enforceable. To the extent that any court concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.
f. Modification of Agreement. This Agreement or any other term or condition of employment may not be modified by word or deed, except in writing signed by Employee and the Chief Administrative Officer, Chief People Officer or Chief Executive Officer for TTEC Parent.
g. Waiver. No provision of this Agreement shall be deemed waived, nor shall there be an estoppel against the enforcement of any such provision, except by a writing signed by the party charged with the waiver or estoppel. No waiver shall be deemed continuing unless specifically stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to any act other than that specifically waived.
h. Construction. Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular. The Parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the agreement's terms and to consult with counsel of their own choosing. Therefore, the Parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the agreement's drafter and agree that this Agreement and all amendments thereto shall be construed as a whole, according to the fair meaning of the language used.
i. Dodd-Frank Clawback Provision. Notwithstanding any other provision in this Agreement or in the related Equity Agreements, in the event that pursuant to the terms or requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or of any applicable laws, rules or regulations promulgated by the US Securities and Exchange Commission or any listing requirements of any stock exchange or stock market on which any securities of TTEC Parent trade, from time to time, and in the event any bonus payment, equity award or other payment is based upon the satisfaction of financial performance metrics which are subsequently reversed due to a restatement or reclassification of financial results of TTEC Parent, then any payments made or equity awards granted (and equity received pursuant to these awards) shall be returned and forfeited to the extent required and as provided by applicable laws, rules, regulations or listing requirements. This Paragraph 8(i) shall survive any expiration or termination of this Agreement for any reason.
j. Greatest Net Benefit.
(i) Anything in this Agreement to the contrary notwithstanding, in the event that the Employee determines (at his/her discretion and expense) that the receipt of any payments hereunder would subject the Employee to tax under Internal Revenue Code (the “Code”) Section 4999 or a successor provision, the Employee shall have the option at his/her discretion to cause TTEC Parent or successor to reduce the payment due to the Employee under this Agreement so that the net (after tax) benefit of the payments to the Employee is maximized (“Reduced Payment Election”). The Employee shall have forty-five (45) calendar days from receipt of notice of the payment due under this Agreement or the payment itself under this Agreement, as the case may be, to advise TTEC Parent or successor of such election.