|TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019|
(v) If, during any period of 15 consecutive calendar months commencing at any time on or after the Effective Date, those individuals (“Continuing Directors”) who either (1) were directors of TTEC Parent on the first day of each such 15-months period, or (2) subsequently became directors of TTEC Parent and whose actual election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors who were then members of the TTEC Parent Board of Directors, cease to constitute a majority of the Board of Directors of TTEC Parent.
6. TERMINATION AND PAYMENTS, BENEFITS ON TERMINATION.
a. Termination by Either Party. Except as set forth in Paragraphs 6(c) (for Cause termination), (e) (termination due to death) and (f) (termination due to disability), and subject to provisions of Paragraph 6(j) (constructive termination or good reason), either Party may terminate the employment relationship with 30 days’ written notice to the other. Both parties may mutually agree to a shorter period.
b. Termination by the Company without Cause. Subject to provisions of Paragraph 6(i) (Change in Control termination), upon 30 days written notice, the Company, in its sole discretion, may terminate Ms. McLean’s employment without Cause (as “Cause” is defined in Paragraph 6(g)). Constructive Termination by the Company (as the term is defined in Paragraph 6(j)) constitutes Termination without Cause by the Company for purposes of this Agreement. In case of termination pursuant to this Paragraph 6(b), the Employee shall be entitled to:
(i) Severance. If Ms. McLean executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit B (attached hereto), releasing all legal claims except for those that cannot legally be released and Ms. McLean continues to comply with all terms of such separation agreement, and any other agreements signed by the Employee with the Company, then the Company shall pay Ms. McLean severance compensation equal to eighteen (18) full calendar months of Ms. McLean’s then current base pay (“Severance” or “salary continuation”). Salary continuation payments will be made at the Company’s regular payroll intervals, provided, however, payments accruing for payroll periods prior to the date that the Company has received a signed and effective separation agreement and release shall be suspended and paid on the first payroll date following the effective date of the separation and release.
(ii) Continuation of Benefits. In addition to Severance, the Company shall continue to provide to Employee and to the Employee’s eligible dependents with the same level of welfare and health benefits, including without limitation medical, dental, vision, accident, disability, life insurance, and other welfare benefits in place prior to termination of employment for a period of twelve (12) months after the effective date of such termination, on substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to termination; provided that, if Employee cannot continue to participate in the Company’s, TTEC Parent’s or successor’s benefit plans, TTEC Parent or successor shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted.
(iii) Equity Vesting. Notwithstanding the vesting schedules contained in Equity Agreements that Ms. McLean currently holds or would hold, and except in the context of a Change of Control event related termination where agreements provide for accelerated vesting of certain equity awards, any unvested equity awards that would otherwise vest on or after the termination date shall automatically forfeit.
If the Company terminates this Agreement without Cause under this Paragraph 6(b), and the Company pays Ms. McLean the compensation earned as of the effective date of the termination, and provides Ms. McLean incremental compensation and continuation of benefits on the terms specified in this Paragraph 6(b), the Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Ms. McLean has or may at any time have for compensation, benefits or payments of any kind from the Company or TTEC Parent arising from or relating in whole or part to Ms. McLean's employment with the Company and/or this