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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