|TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019|
AMENDED AND RESTATED EXECUTIVE
This Amended and Restated Executive Employment Agreement (“Agreement”) is by and between TTEC Services Corporation, Inc., a Delaware corporation (“TSC” or the “Company”), a wholly owned subsidiary of TTEC Holdings, Inc., a Delaware corporation (“TTEC Parent”), and Margaret B. McLean ("Employee" or “McLean”), each a “Party” and together the “Parties.” The Amended and Restated Agreement is executed to be effective as of December 12, 2018 (“Effective Date”).
Whereas, Ms. McLean joined the Company, a wholly owned subsidiary of TTEC Parent in June 2013 (“Start Date”);
Whereas, Ms. McLean is currently employed as TTEC’s Senior VP, General Counsel and Chief Risk Officer; and in this role Ms. McLean reports to TTEC Parent’s Chief Administrative and Financial Officer, Ms. Regina Paolillo;
Whereas, as the General Counsel and Chief Risk Officer for TTEC Parent, Ms. McLean is a member of the TTEC Parent’s executive leadership team (known as the “Executive Committee” or the “EC”); and
Whereas, Ms. McLean currently has an employment agreement with the Company; and, whereas it is the desire of TTEC Parent and the Compensation Committee of the TTEC Board of Directors (“Compensation Committee”), on the advice of the independent compensation consultant of the Committee, to amend and restate such 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;
Now, Therefore, the purpose of this Agreement is to formally document the terms and conditions of Ms. McLean’s employment with the Company as of the Effective Date.
a. The Agreement, hereby confirms Ms. McLean’s appointment as Senior Vice President, General Counsel & Chief Risk Officer for TTEC business, and as a member of TTEC Parent’s Executive Committee.
b. Ms. McLean shall devote her full-time and best efforts to the performance of all duties contemplated by her title and responsibilities, and as assigned to her from time to time by the CEO or his delegates. Unless otherwise specifically authorized in writing by TTEC Parent, Employee shall not engage in any other business activity, or otherwise be employed by any other company other than TTEC’s subsidiaries. Notwithstanding the foregoing, Ms. McLean is not precluded by the terms of this Agreement from serving on boards of directors of other non- competitor companies or not-for-profit organizations with TTEC Parent’s prior written approval.
c. As a member of TTEC Parent Executive Committee, Ms. McLean shall render services to TTEC Parent as necessary and desirable to protect and advance the best interests of TTEC Parent and all its affiliated companies, acting at all times, 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 and procedures.
d. Ms. McLean’s role with the Company may require travel from time to time, and Ms. McLean understands and agrees that such travel is a material part of her responsibilities. Ms. McLean shall travel in accordance with TTEC Parent travel policy. Notwithstanding the provisions of the travel policy to the contrary, the Company agrees that Ms. McLean will be permitted to travel in business class for international travel exceeding 6 hours in duration.
e. Notwithstanding other provisions in this Agreement, but subject to the reasonable interpretation of provisions of Paragraph 6(j) (on “Constructive Termination”), Ms. McLean understands and agrees that her role and responsibilities may change over time in the best interest of the business, and TTEC Parent reserves the right to assign to Ms. McLean different roles and assignments that best serve the business.