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

 

2.          COMPENSATION.

a.    Salary and Periodic Salary Review.  As of the Effective Date, Ms. McLean’s base salary is $375,000 per year (“Base Salary”), payable in equal installments in accordance with the Company’s standard payroll practice, less legally required deductions and withholdings. Ms. McLean’s Base Salary may be periodically reviewed and adjusted, at CEO’s discretion, to appropriately reflect her role in the business, the contribution of the role, and the market pay for such role in accordance with TTEC standard compensation review practices. Notwithstanding the foregoing, nothing in this Agreement provides assurances that Ms. McLean’s salary will be increased from time to time.

b.    Variable Incentive Compensation (annual cash bonus).  As of the Effective Date, Ms. McLean is eligible to participate in an annual performance based cash incentive program, currently referred to as TTEC Variable Incentive Plan (“VIP”).  As of the Effective Date, Ms. McLean’s annual VIP opportunity currently shall be up to $285,000, tied to the annual targets and goals of the business as set by the CEO and TTEC’s Board of Directors.  Ms. McLean’s annual VIP award will be based on a combination of metrics set-out and annually approved by TTEC and by the Board. At present these metrics include the (i) TTEC company-wide results of operations; and (ii) Ms. McLean’s individual performance against targets set-out by the CEO.

In addition, the Compensation Committee of the Board may, but shall not be obligated to, adjust the Employee’s VIP award upward based on the Company’s and Employee’s function’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 award, if any, is determined from time to time by the Compensation Committee annually.

c.    Annual Equity Grant.  Ms. McLean is also eligible to participate in TTEC’s annual Equity program, designed to provide long term incentives for senior executives of the Company and align their interests with company stockholders.  Currently, TTEC offers its equity grants in the form of restricted stock units, vesting over a period of years (the “RSUs”). Ms. McLean is, and until and unless modified by the Compensation Committee of the Board, shall be eligible for an annual equity grant opportunity of up to $350,000 in fair market value of TTEC equity, based on the market value of the equity at the time of the grant. The actual amount of the annual equity grant is discretionary and is not guaranteed. It is based on TTEC’s performance overall, the performance of the business function for which Ms. McLean is responsible, and Ms. McLean’s individual performance against targets, as set annually by the TTEC’s Board. The RSUs are granted under the terms of grant-specific agreements that are approved by the Compensation Committee of the Board from time to time (“Equity Agreements”). These Equity Agreements provide vesting schedules, performance metrics, if any, and other material terms of each grant. TTEC and its Compensation Committee of the Board reserve the right, at its discretion, to change the terms of future Equity Agreements and the equity granted thereunder. The use of the RSUs, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee of the Board, by other equity instruments in accordance with incentive compensation plans adopted by the Compensation Committee of the Board from time to time.  All grants as part of TTEC Parent Equity program are subject to Executive Stock Ownership Guidelines included in this Agreement as Exhibit C.

d.    Reimbursement of Business Expenses. The Company agrees to reimburse Ms. McLean for all reasonable out-of-pocket business expenses incurred by Ms. McLean on behalf of the Company in accordance with TTEC expense reimbursement policies.

e.    Services to Subsidiaries. Ms. McLean acknowledges that, as part of her employment responsibilities, she may be required to serve as an officer and/or director (“D&O”) of TTEC subsidiaries, affiliates and related entities.  She hereby agrees to perform such duties diligently and without additional compensation, and to follow TTEC direction in the performance of such services. For the duration of such D&O services, TTEC shall maintain appropriate D&O insurance policies for Ms. McLean’s protection in connection with the services. Furthermore, Ms. McLean agrees to resign such D&O roles, if requested to do so by TTEC.  At the time contemporaneous with the execution of this Agreement or at a prior time, Ms. McLean will sign a resignation letter in the general form attached hereto, as Exhibit A, which letter shall become effective on termination of this Agreement, for any reason, or without termination, at TTEC’s discretion, if TTEC determines that such resignation is in the best interest of the business.