TTEC HOLDINGS, INC. Restricted Stock Unit Award Agreement
Exhibit 10.30
Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of ___________ (the "Grant Date") by and between TTEC Holdings, Inc., a Delaware corporation (the "Company") and _____________ (the "Grantee").
This Agreement is governed by the terms of the TTEC Holdings, Inc. 2020 Equity Incentive Plan (the "Plan") pursuant to which the Company may grant awards of Restricted Stock Units (“RSUs”) to Eligible Individuals, including employees, directors and consultants of the Company and its Affiliates (together, “TTEC”). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. The provisions in this Agreement are subject to certain state or country specific provisions contained in Appendices C and D. In the event of a conflict between any term or provision contained in this Agreement and its appendices and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
The parties agree to be legally bound by this Agreement, and in exchange for sufficient consideration, the adequacy of which is not in question, agree as follows:
| 2. | Consideration. The grant of this RSU Award is in consideration of the services to be rendered by the Grantee to TTEC during the restricted period and for other covenants provided in this Agreement. |
| 3. | Restricted Period; Vesting. Except as otherwise provided in the Plan and the Agreement and provided that the Grantee provides continuous services to TTEC through each applicable vesting date, the RSUs will vest and the corresponding shares of Common Stock of the Company (or cash equivalent) will be issued in accordance with the following schedule: |
Vesting DateCommon Stock to Vest
XXXX, 2025One third of the RSUs vest on this date.
XXXX, 2026One third of the RSUs vest on this date.
XXXX, 2027One third of the RSUs vest on this date.
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The period during which the RSUs remain unvested and forfeitable is referred to as the "Restricted Period".
| a. | The unvested portion of the RSU Award shall be forfeited immediately upon the termination of the Grantee’s services to TTEC for any reason, including voluntary or involuntary separation, death, disability, or any other reason where the Grantee no longer is providing services to the Company, nor its Affiliates shall have any further obligations to the Grantee under this Agreement for such forfeited RSUs. |
| b. | Pursuant to the delegation of the Compensation Committee of the Board, the executive leadership team of the Company (the “Executive Committee”), in its sole discretion, shall have the authority to determine the effect of all matters and questions with respect to Grantee’s termination of affiliation with TTEC and whether continuous services are being provided as these matters relate to RSU Award vesting, including, without limitation, the question of whether a termination of service has occurred, whether a leave of absence or disability constitute a termination of service and other similar questions. |
| c. | For purposes of the Plan and this Agreement, a Grantee’s status as an employee, director or consultant of TTEC shall be deemed to be terminated in the event that the Company’s subsidiary employing or contracting with such Grantee ceases to be a Company subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off). |
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| 6. | Adjustments. Subject to the sole discretion of the Board of Directors, TTEC may, with respect to any vested RSUs that have not been settled pursuant to the Plan, make any adjustments necessary to prevent accretion, or to protect against dilution, in the number and kind of shares that may be used to settle vested RSUs in the event of a change in the corporate structure or shares of TTEC; provided, however, that no adjustment shall be made for the issuance of preferred stock of TTEC or the conversion of convertible preferred stock of TTEC. For purposes of this Section 6, a change in the corporate structure or shares of TTEC includes, without limitation, any change resulting from a recapitalization, stock split, stock dividend, consolidation, rights offering, spin-off, reorganization or liquidation, and any transaction in which shares of Common Stock are changed into or exchanged for a different number or kind of shares of stock or other securities of TTEC or another entity. |
| 8. | Protective Covenants |
| 8.1 | Grantee recognizes that the primary purpose of this RSU Award is to reward the Xxxxxxx’s performance and to ensure Xxxxxxx’s loyalty to TTEC, and that this RSU would not be made to Grantee in the absence of the promises below. Xxxxxxx agrees that the “Protective Covenants” that are contained in Section 8.1 are reasonable and necessary to protect legitimate business interests of Company and prevent irreparable harm. |
| a. | Definitions Related to Protective Covenants. For the purposes of Section 8.1 and Appendix D, the following definitions apply: |
| i. | "Confidential Information” The term “Confidential Information” means any and all non-public information of Company, or of a third party, and it includes but is not limited to any “trade secrets” as that term is defined in the version of the Uniform Trade Secrets Act applicable to Grantee or as defined in the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1839, as applicable. By way of illustration, but not limitation, “Confidential Information” includes non-public information, or public information compiled in a manner that provides an advantage to Company, relating to current services, current products, products or services under development, features, research and development, processes, specifications, policies, Inventions (defined below), testing, qualification, bills of materials, equipment, patent applications know-how, designs, drawings, technical data, clinical data, test data, formulas, methods, training, samples, media and/or cell lines, developmental or experimental work, improvements, discoveries, software, firmware, algorithms, hardware or software configuration information, manufacturing information, marketing plans, business plans, budgets, strategies, financial information, sales information, cost information, profit information, pricing strategies, costs |
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| and pricing structures, pricing methodology, manuals, forms, sales techniques, customer information, customer lists, prospective customer lists, customer needs and/or preferences, supplier information, and vendor information. Notwithstanding the foregoing, Confidential Information does not include (a) information which is known by the public or becomes known to the public, in the trade or in the industry, which is not gained as a result of a breach of this Agreement, (b) Grantee’s own skill, knowledge, know-how, and experience gained outside of Grantee’s employment with Company, or (c) information that is already independently known to Grantee as shown by written records in existence prior to Xxxxxxx’s employment with Company. |
| ii. | “Competitor” is any person, entity, or organization engaged in the business of developing and/or providing a Conflicting Product or Service in the United States. |
| iii. | “Conflicting Product or Service” means goods or services of the type conducted, authorized, offered, or provided by Company within two years prior to the Termination of Service Date, that Company remains in the business of providing, and that would displace business opportunities for Company’s goods or services (existing or under development) that Grantee had involvement with, or was provided Confidential Information about, in the Look Back Period. |
| iv. | “Covered Customer” is a customer (person or entity) of Company that Grantee had Material Contact with during the Look Back Period. Unless it would make the applicable restriction unenforceable, customers include any person or entity who purchases the goods or services of Company, and any active customer prospects as of Grantees’ Termination of Service Date that Grantee had Material Contact with during the Look Back Period. |
| v. | “Covered Employee” is an employee of Company with whom Xxxxxxx worked, as to whom Xxxxxxx had supervisory responsibilities, or regarding whom Xxxxxxx received Confidential Information during the Look Back Period. |
| vi. | “Look Back Period” is the last two (2) years of Xxxxxxx’s employment with Company, or any lesser period of employment if employed less than two years. |
| vii. | “Material Contact” means any interaction that gives rise to a legitimate business interest, and shall have occurred with a person or entity if, during the Look Back Period: (a) there is communication, contact, or similar interaction by Grantee personally, or by individuals under Xxxxxxx’s supervision, direction, or control (but not merely a mass mailing or “cold call” telephone or email solicitation), (b) Grantee was provided Confidential Information about business conducted with the person or entity during the Look Back Period, or (c) Grantee received any form of commission, bonus, or other beneficial credit for business conducted with the person or entity. |
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| viii. | “Restricted Area” is (i) the county and state where Grantee resides, (ii) the county and state where the Location (Grantee’s place of work) is located, and (iii) each additional county and state within the United States where Company does business that Grantee had involvement with, or was provided Confidential Information about, in the Look Back Period. The foregoing includes any geographic area, region, or territory assigned to Grantee as Grantee’s area of responsibility (or about which Grantee had oversight or responsibility during the Look Back Period), and will also include any portion of the remainder of the United States for which Grantee is expected to help Company provide its products and services; provided, however, that if the foregoing is not deemed enforceable, then the Restricted Area shall be reduced by the court (with the express consent of the parties) to such lesser area within the United States as the court would deem reasonable and necessary to protect Company’s legitimate protectable interests. |
| b. | Solicitation Understandings. “Soliciting” or to “solicit” means to interact with another person or entity with the purpose or with the foreseeable result being to cause or induce the person or entity to engage in some responsive action, irrespective of who first initiated contact. It shall not include general advertising (such as “help wanted” ads) that are not targeted at any Covered Employees or any Covered Customers. Xxxxxxx’s Employee Nonsolicit and Customer Nonsolicit covenants are understood to be reasonably and logically limited by geography to those places or locations where the Covered Employee or Covered Customer is located and available for solicitation. Xxxxxxx agrees that no further geographic limitation is necessary to make the restrictions reasonable. However, if a different form of geographic limitation is necessary to make either of these nonsolicit restrictions enforceable, then such necessary restriction(s) for enforceability shall be considered limited to the Restricted Area. |
| c. | Restriction on Interfering with Employee Relationships. Xxxxxxx agrees that for a period of one (1) year following the Termination of Service Date, Grantee will not interfere with the business relationship between Company and a Covered Employee, for the benefit of a Competitor, by soliciting a Covered Employee to leave their employ, by helping another person or entity evaluate a Covered Employee as a candidate, or by otherwise helping any person or entity hire a Covered Employee away from Company, unless a duly authorized Officer gives Grantee written authorization to do so. Xxxxxxx’s covenants in this paragraph are referred to as Xxxxxxx’s “Employee Nonsolicit” obligation. |
| d. | Restriction on Interfering with Customer Relationships. Xxxxxxx agrees that for a period of one (1) year following the Termination of Service Date, Grantee will not interfere with any business relationship with any Covered Customer for the benefit of a Competitor by soliciting a Covered Customer to: (a) stop or reduce doing business with Company, or (b) to buy or promote a Conflicting Product or Service. Xxxxxxx’s covenants in this paragraph are referred to as Grantee’s “Customer Nonsolicit” obligation. |
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| e. | Restriction on Use or Disclosure of Confidential Information. Xxxxxxx agrees to use Company’s Confidential Information only in the performance of Xxxxxxx’s duties, to hold such information in confidence and trust, and not to use, transmit, copy, upload, download or disclose such information during Xxxxxxx’s employment and for so long thereafter as such information qualifies as Confidential Information, except as necessary to perform Xxxxxxx’s job duties for the Company. Xxxxxxx’s covenants in this paragraph are referred to as Xxxxxxx’s “Confidentiality” obligation. The Confidentiality obligation shall not be construed to prohibit the use of general knowledge and experience customarily relied upon in Grantee’s trade or profession that is not specific to the particular business matters of the Company (such as its business transactions, customers, employees, or products (existing or under development)). If required by applicable law, the Confidentiality obligation will only apply for two (2) years after the Termination of Service Date, where information that does not qualify as a trade secret is concerned; however, the restrictions will continue to apply to trade secret information for as long as the information at issue remains qualified as a trade secret. |
If the Grantee breaches any of the Protective Covenants set forth in this Section 8: |
a. | All unvested RSU Awards shall be immediately forfeited and cancelled; |
b. | The value of any vested RSU Awards that have vested must be paid by Grantee back to TTEC since the primary purpose of the RSU Award will not have been realized by TTEC. |
c. | He/she (but not to the exclusion of those who aid him/her in such breach) shall be liable for all other damages resulting from such breach; and |
d. | The Grantee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages. The aforementioned equitable relief shall be in addition to, not in lieu of, the right to receive forfeitures and/or payments pursuant to Section 8(b), and other legal remedies, monetary damages or other available forms of relief at law or specified in this Agreement. |
e. | If Grantee fails to comply with a restriction in Section 8 of this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Grantee is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, this extension of time shall be capped so that the extension of time does not exceed two years from Termination of Service Date, and if this extension would make the restriction unenforceable under applicable law it will not be applied (the “Fairness Extension”). |
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8.3 | Acknowledgements. |
| a. | Grantee acknowledges that the Customer Nonsolicit Obligation, and the Employee Nonsolicit Obligation above are fair and reasonable with respect to their scope and duration given the Grantee’s position with TTEC and the impact such activities would have on the TTEC Business. |
| b. | Grantee further acknowledges that the geographic restriction in this Section 8 is fair and reasonable, given the nature and geographic scope of the TTEC Business, the investment of capital and resources by Company to develop its business operations, and the nature of Grantee’s position with TTEC. |
| c. | Xxxxxxx also acknowledges that while employed or otherwise affiliated with TTEC, Grantee has access to proprietary and unique trade secret information that would be valuable or useful to Company’s competitors and that Grantee will also have access to Company’s valuable customer relationships and thus acknowledges that the restrictions on Grantee’s future business activities in TTEC’s industry as set forth in this Section 8 are fair and reasonable. |
| d. | Xxxxxxx acknowledges and is prepared for the possibility that Xxxxxxx’s standard of living may be reduced during the non-solicitation period and assumes and accepts any risk associated with that possibility, and further acknowledges that any such drop in Grantee’s standard of living does not constitute undue hardship. |
| e. | Nothing in this Agreement prohibits Grantee from (i) opposing an event or conduct that Grantee reasonably believes is a violation of law, including criminal conduct, discrimination, harassment, retaliation, a safety or health violation, or other unlawful employment practices (whether in the workplace or at a work-related event), (ii) disclosing sexual assault or sexual harassment (in the workplace, at work-related events, between employees or between an employer and an employee or otherwise), or (iii) reporting such an event or conduct to Grantee’s attorney, law enforcement, or the relevant law-enforcement agency (such as the Securities and Exchange Commission, Department of Labor, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, the state or local division of human rights), or (iv) making any truthful statements or disclosures required by law or otherwise cooperating in an investigation conducted by any government agency (collectively referred to as “Protected Conduct”). In addition, nothing requires notice to or approval from the Company before engaging in such Protected Conduct. |
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If the Grantee is a resident of one of the countries listed on Appendix C to this Agreement, then the country specific provisions found in Appendix C are incorporated into this Agreement by reference. Grantee is also referred to Appendix D for state specific provisions that may apply, and if applicable as stated in Appendix D or by court order, are incorporated into this Agreement by reference.
| 11. | Data Privacy. Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Xxxxxxx’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Grantee’s employer, TTEC and its other Affiliates for the exclusive purpose of implementing, administering, and managing Xxxxxxx’s participation in the Plan. Grantee understands that TTEC and the employer may hold certain personal information about Grantee, including, but not limited to, Xxxxxxx’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in TTEC, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. |
Xxxxxxx understands that Data will be transferred to Bank of America, Xxxxxxx Xxxxx or such other stock plan service provider as may be selected by TTEC in the future, which is assisting TTEC with the implementation, administration, and management of the Plan. Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Grantee’s country. Xxxxxxx understands that if he or she resides outside the United States, he or she may
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request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Xxxxxxx authorizes TTEC, Bank of America, Xxxxxxx Xxxxx and any other possible recipients which may assist TTEC (presently or in the future) with implementing, administering, and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Xxxxxxx understands that Data will be held only as long as is necessary to implement, administer and manage Xxxxxxx’s participation in the Plan. Xxxxxxx understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If Xxxxxxx does not consent, or if Xxxxxxx later seeks to revoke his or her consent, his or her employment status or service and career with the employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Xxxxxxx’s consent is that TTEC would not be able to grant Grantee RSUs or other equity awards or administer or maintain such awards. Therefore, Xxxxxxx understands that refusing or withdrawing his or her consent may affect Xxxxxxx’s ability to participate in the Plan. For more information on the consequences of Xxxxxxx’s refusal to consent or withdrawal of consent, Xxxxxxx understands that he or she may contact his or her local human capital representative.
| 12. | Governing Law and Dispute Resolution. |
| a. | Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles. |
| b. | Disputes. The parties agree that any action arising from or relating in any way to this Agreement or the Plan shall be resolved and tried in the United States federal or state courts situated in the State of Delaware. Grantee and Company each expressly consents to the personal jurisdiction of the state and United States federal courts located in Denver, Colorado to adjudicate any dispute between Company and Grantee arising out of or related to this Agreement, regardless of where Grantee executes this Agreement or performs work for the Company. Grantee and Company consent to the exclusive jurisdiction and venue of the state and United States federal courts located in the State of Delaware to adjudicate any such disputes, and Grantee and Company waive any defenses regarding the propriety of venue, including any argument that venue should not be in the State of Delaware due to the inconvenience of the forum to the parties or witnesses. |
Entering into this Agreement is not a condition of Xxxxxxx’s employment. If Grantee does not wish to consent to having disputes regarding this Agreement litigated in the State of Delaware, under Delaware law, Grantee can reject this Agreement by not signing this agreement. Doing so, however, would mean that none of the terms of this Agreement will apply, including the grant of RSUs offered to Grantee in connection with this Agreement. However, Xxxxxxx’s other compensation will not be impacted by virtue of Xxxxxxx’s decision not to enter into this Agreement.
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c. | Attorneys’ Fees. The party that prevails in any action to enforce any provision of this Agreement shall recover all reasonable costs and attorneys' fees incurred in connection with the action. The Company shall be deemed the prevailing party, entitled to all of its reasonable attorneys’ fees, costs and expenses, if it is awarded any part of the legal or equitable relief it seeks, irrespective of whether some of the relief it seeks is denied or modified. |
13.Administration of the Agreement and Awards.
| c. | Amendment. The Company has the right to amend, suspend, or cancel the unvested RSUs granted hereunder, prospectively; provided that, no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent, and to the extent the RSUs hereby granted are not yet vested and the Grantee is not in breach of the Agreement, the Company shall provide a substitute instrument of equal value and no less favorable terms in exchange for amended, altered, suspended, discontinued or canceled RSUs. |
| e. | Discretionary Nature of All Future Awards. This RSU Award is voluntary and occasional and does not create any contractual, statutory, or other right to receive future RSU Awards, or benefits in lieu of RSUs, even if the RSUs have been granted in the past. Future Awards, if any, will be at the sole discretion of the Company. |
| f. | No Impact on Other Benefits. The value of the Grantee's Restricted Stock is not part of his/her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance, or similar employee benefit. |
| 14. | Change of Control Provisions. This RSU Award is subject to the Change of Control rights and entitlements as further referenced in Appendix B to this Agreement and incorporated into the Agreement by reference. |
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| 16. | Severability and Entirety. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law. |
The Agreement (including the Plan) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written, between the Company and Grantee relating to Grantee’s entitlement to RSUs or similar benefits, under the Plan. Notwithstanding the immediately preceding sentence, should Grantee be subject to an equity or other agreement with the Company containing confidentiality, non-solicitation, noncompetition and/or intellectual property rights provisions, the Protective Covenants in this Agreement shall supplement (rather than supersede) the covenants in such other agreements (“Other Covenants”), and the Other Covenants shall remain in full force and effect. To the extent any conflict exists between the Protective Covenants and the Other Covenants, the Company shall be provided the greatest protection set forth in either agreement.
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The parties have executed this Agreement as of the date first above written.
By:Xxxxx Xxxxxx,
Chief People Officer, TTEC
XX (Grantee)
Employee ID: XX
Grant Date: XXXX, 2024
For additional information about securities granted under this Agreement please refer to our 2020 Equity Incentive Plan document and related Prospectus incorporated herein by reference. These documents can be found on the Legal home page in Mosaic.
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