Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Effective on January 1, 2023, TTEC Holdings, Inc. ("TTEC" or the "Company") amended its executive employment agreement with Michelle "Shelly" Swanback, TTEC's President and Chief Executive Officer of TTEC Engage (the "Swanback Agreement"). The amendment updated the description of Ms. Swanback's role with the Company and set her annual base salary to $700,000, her annual cash bonus award eligibility to a target of 100% of her annual base salary, and her annual equity-based incentive award eligibility to a target value of $2.5 million, subject to standard vesting and performance requirements. As a retention incentive, the Company also agreed to provide Ms. Swanback, in March 2023, a one-time $2 million equity grant in restricted units of TTEC stock ("RSUs"), vesting in equal increments over a five year period; and $2 million in performance-based RSUs which will be subject to a 3-year cliff vesting period with the actual value of the award to be determined based on the Company's performance in 2025. All other terms of the Swanback Agreement remain unchanged.

Effective on January 1, 2023, TTEC also amended its executive employment agreement with Dustin J. Semach, TTEC's Chief Financial Officer (the "Semach Agreement"). The amendment set Mr. Semach's annual base salary to $500,000, his annual cash bonus award eligibility to a target of 100% of his annual base salary, and his annual equity-based incentive award eligibility to a target value of $1.2 million, subject to standard vesting and performance requirements. As a retention incentive, the Company also agreed to award to Mr. Semach, in March 2023, a one-time $1.25 million RSU grant, vesting in equal increments over a five year period; and $1.25 million in performance-based RSUs which will be subject to a 3-year cliff vesting period with the actual value of the award to be determined based on the Company's performance in 2025. All other terms of the Semach Agreement remain unchanged.

The foregoing descriptions of the amendments to the Swanback and Semach Agreements are qualified in their entirety by reference to the full text of the amendments, attached as Exhibit 10.85 and Exhibit 10.87, respectively, and incorporated by reference in this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

   10.85        Amendment #1 to the Executive Employment Agreement, between TTEC
              Holdings, Inc. and Michelle "Shelly" Swanback, dated to be effective
              January 1, 2023.
   10.87        Amendment #1 to the Executive Employment Agreement, between TTEC
              Holdings, Inc. and Dustin J. Semach, dated to be effective January 1,
              2023.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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