TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019
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f.     Tax Liability and Withholdings.  All compensation and other payments made under this Agreement will be subject to withholding of the federal, state, and local taxes, Social Security, Medicare and other withholdings in such amounts as is reasonably determined by Company. The withholdings taxes due with respect to any equity grants may, at Company’s discretion and in accordance with the relevant equity plans, be deducted directly from the equity being granted or as it vests. The Company shall have the right to take all the action as it deems necessary to satisfy its and employees’ tax withholding obligations.

4.          BENEFITS.

a.    Health and Welfare BenefitsMs. McLean shall continue to be eligible to participate in TTEC health and wellness plans in a manner similar to others at her level of responsibility in the Company, including the participation for Ms. McLean and dependents in TTEC group medical, vision, and dental insurance and other welfare plans, as they continue or change from time to time.

b.    Executive BenefitsN/A – this section is left intentionally blank.

c.    Miscellaneous BenefitsMs. McLean shall continue to be eligible for benefits generally applicable to other senior management employees of the Company, as they are in effect from time to time, including TTEC 401(k) Plan and its Deferred Compensation Plan.

d.     Paid Leave.  Ms. McLean shall continue to be eligible for paid time off (“PTO”) and sick leave benefit programs pursuant to the Company’s current time off/leave policy (or any other vacation/sick policy then in effect).  Ms. McLean will also be paid for time off for holidays in accordance with the TTEC holiday policy.

e.    Tenure.  Notwithstanding the effective date of this Agreement, Ms. McLean’s tenure for purposes of all benefits and otherwise shall date back to her original hire date in June 2013 – Start Date.

5.          CHANGE IN CONTROL.

For the avoidance of doubt, the definition of “Change in Control” as provided in this Agreement is substantially similar to those that are included in the Equity Agreements that Ms. McLean currently holds.  The sole purpose of the provision being restated in this Agreement is to establish the Change in Control provisions in this omnibus Agreement that controls the terms of Ms. McLean’s employment with the Company. For purposes of this Agreement, “Change in Control” event shall mean the occurrence of any one of the following:

(i)    Any consolidation, merger or other similar transaction (i) involving TTEC Parent, if TTEC Parent is not the continuing or surviving corporation, or (ii) which contemplates that all or substantially all of the business and/or assets of TTEC Parent would be controlled by another corporation not controlled by TTEC Parent;

(ii)   Any sale, lease, exchange or transfer (in one transaction or series of related transactions) of all or substantially all of the assets of TTEC Parent (a “Disposition”); provided,  however, that the foregoing shall not apply to any Disposition with respect to which, following such Disposition, more than 51% of the combined voting power of the then outstanding voting securities of the receiving entity for the Disposition are directly or indirectly (beneficially or otherwise) owned by all or substantially all of the individuals and entities that were the beneficial owners of at least 51% of the outstanding common stock and/or other voting securities of TTEC Parent immediately prior to such Disposition, in substantially the same proportion of total ownership as their ownership immediately prior to such Disposition;

(iii)   Approval by the stockholders of TTEC Parent of any plan or proposal for the liquidation or dissolution of TTEC, unless such plan or proposal is abandoned within 60 days following such approval;

(iv)   The acquisition by any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (“the Exchange Act”)), or two or more persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of 51% or more of the outstanding shares of voting stock of TTEC Parent; provided,  however, that for purposes of the foregoing, the term “person” shall exclude Kenneth D. Tuchman and his affiliates; provided,  further that the foregoing shall exclude any such acquisition (1) made directly from TTEC Parent, (2) made by TTEC Parent (directly or through an affiliated company), or (3) made by TTEC employee benefit plan (or related trust) sponsored or maintained by TTEC Parent or any of its affiliate; or