Exhibit
10.89


 


 


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This Executive
Employment Agreement (“Agreement”) is by and between TTEC Digital, LLC (“TTEC Digital” or the “Company”),
a wholly owned subsidiary of TTEC Holdings, Inc., a Delaware corporation (“TTEC Parent”), and George S. Demou ("Executive"
or “Demou”), each a “Party” and together the “Parties.”


 


In connection
with the acquisition by TTEC Digital of Avtex Solutions Holdings, LLC (“Avtex”), TTEC is entering into this Agreement with
Mr. Demou, a senior key employee and one of the sellers of Avtex. This Agreement is executed to be effective (“Effective Date”)
as of the Closing of Avtex acquisition transaction by TTEC (“Avtex Closing”.) The execution of this Agreement by the Executive
constitutes a condition precedent to the TTEC’s signing of the Avtex sale and purchase agreement. The capitalized terms used in
this Agreement and not otherwise defined in this document are defined in the Avtex Solutions Holdings, LLC Equity Purchase Agreement
of date hereof.


 


1.       Appointment.


 


a.   
Subject to Avtex Closing, TTEC Parent hereby appoints Mr. Demou as President for TTEC Digital business segment and vests him with
all relevant executive responsibilities, including the P&L responsibility for business, in the best interest of TTEC Parent and its
shareholders, as directed by TTEC Parent Chief Executive Officer (“TTEC CEO”) and its Board of Directors (the “Board”).
In this role, the Executive will report to the TTEC CEO and will be a member of TTEC Parent’s executive leadership team, known
as the Executive Committee (the “EC”). For purposes of relevant U.S. federal securities laws, the President TTEC Digital
is a public company executive officer (known as “Section 16 Officer”), which subjects the Executive to all of the various
compliance requirements appropriate for Section 16 Officers. Please refer TTEC’s Directors and Executive Officers U.S. Securities
Law Handbook.


 


b.   
The Executive shall devote his full-time and best efforts to the performance of all duties contemplated by his role and responsibilities,
and as assigned to from time to time by the TTEC CEO or his delegates. Unless otherwise specifically authorized in writing by TTEC Parent,
Executive shall not engage in any other business activity, or otherwise be employed by any other company other than TTEC’s subsidiaries.
Notwithstanding the foregoing, Mr. Demou is not precluded by the terms of this Agreement from serving on boards of directors of non-competitor
companies or not-for-profit organizations with TTEC Parent’s prior written approval.


 


c.    
As a member of the EC, Mr. Demou shall render services to TTEC Parent as necessary and desirable to protect and advance the best interests
of TTEC Parent and all its affiliated companies, acting at all times, in accordance with TTEC Ethics Code: How TTEC Does Business
(or a successor code of conduct document, collectively “TTEC Ethics Code”), included in this Agreement as Exhibit
A, the Ethics Code for Executive and Senior Financial Officers, included in this Agreement as Exhibit B, and
in accordance with all other material policies and procedures.


 


d.   
Mr. Demou’s role with TTEC Digital may require extensive travel and Mr. Demou understands and agrees that such travel is a material
part of his responsibilities, subject to current health and safety recommendations
of local government authorities and travel restrictions that may be in effect from time to time. Mr. Demou
shall travel in accordance with TTEC Parent travel policy. 


 




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e.   
Notwithstanding other provisions in this Agreement, but subject to the reasonable interpretation of provisions of Paragraph 5(j) (on
“Constructive Termination”), Mr. Demou understands and agrees that his role and responsibilities may change over time in
the best interest of the business, and TTEC Parent reserves the right to assign to Mr. Demou different and/or additional roles and assignments
that best serve the business.


 


f.     
The Effective Date of this Agreement notwithstanding, Executive’s tenure for purposes of all benefits and otherwise shall date
back to his original hire date with Avtex on October 1, 1997.


 


g.   
As to that certain Employment Agreement between the Executive and Avtex dated June 24, 2014, as amended by Amendment No. 1 dated February
8, 2018 (together, the “Avtex Employment Agreement”), Executive acknowledges and agrees that after the Effective Date, other
than obligations that survive after the termination of the employment with Avtex, including, without limitation, Section 9 (Non-Compete
and Non-Solicitation), Section 10 (Confidential Information), Section 11 (Innovations), and Section 12 (Non-Disparagement), the terms
and obligations under the Avtex Employment Agreement are given and continue to have no further force or effect.  Specifically, the
Executive acknowledges and agrees that the termination of the Avtex Employment Agreement does not constitute a termination of employment
by Avtex without Cause or a resignation for Good Reason (both as defined in the Avtex Employment Agreement) or otherwise trigger any
payment obligation by Avtex pursuant to Section 8(c) of Avtex Employment Agreement.  In addition, in consideration of the opportunity
for employment and other benefits under this Agreement and other benefits that Executive received in connection with Avtex sale to TTEC
Digital, Executive hereby releases and discharges Avtex, TTEC Digital and TTEC Parent, each of their successors, parents, subsidiaries,
affiliates, and assigns and each of their respective officers, directors, principals, shareholders, board members, committee members,
employees, agents, and attorneys from any and all claims or demands arising out of or relating to Avtex Employment Agreement or the termination
of Avtex Employment Agreement, whether known or unknown. 


 


h.    
Relocation. The Executive’s primary place of employment shall be Minneapolis, Minnesota; and no relocation would
be required for this role.


 


		2.	Compensation.



 


a.   
Salary and Periodic Salary Review. As of the Effective Date, the Executive’s base salary is $360,000 per year
(“Base Salary”), payable in equal installments in accordance with the Company’s standard payroll practice,
less legally required deductions and withholdings. The Base Salary may be periodically reviewed and adjusted, at CEO’s discretion,
to appropriately reflect his role in the business, the contribution of the role, and the market pay for such role in accordance with
TTEC Parent standard compensation review practices. Notwithstanding the foregoing, nothing in this Agreement provides assurances that
the Executive’s salary will be increased from time to time.


 


b.   
Variable Incentive Compensation (annual cash bonus). Mr. Demou shall be eligible to participate in TTEC annual performance-based
cash incentive program, currently referred to as TTEC Variable Incentive Plan (“VIP”) for fiscal year 2021 and every year
of employment thereafter. The Executive’s annual VIP opportunity shall be up to $400,000 tied to the annual TTEC
Digital performance targets and goals of the business, as set by TTEC CEO and the Board.


 






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c.    Equity
Incentive Compensation (annual equity compensation). the Executive is also eligible to participate in TTEC’s annual
equity incentive program, designed to provide long term incentives for senior executives of TTEC Parent and align their interests
with the interest of TTEC company stockholders. Currently, TTEC offers its equity grants in the form of restricted stock units (the
“RSUs) and performance restricted stock units (“PRSUs”) vesting over a period of years. Until and unless modified
by the Compensation Committee of the Board, the Executive shall be eligible for an annual equity grant opportunity of up to
$600,000 in fair market value of TTEC equity, based on the market value of the equity at the time of the grant.


 


The RSUs/PRSUs
are granted under the terms of grant-specific agreements that are approved by the Compensation Committee of the Board from time to time
(“Equity Agreements). These Equity Agreements provide vesting schedules, performance metrics, if any, and other material terms
of each grant. TTEC and the Compensation Committee of its Board reserve the right, at their discretion, to change the terms of future
Equity Agreements and the equity granted thereunder. The use of the RSUs/PRSUs, as part of the annual equity grant, is discretionary
and may be substituted, at the discretion of the Compensation Committee of the Board, by other equity instruments in accordance with
incentive compensation plans adopted by TTEC Parent from time to time. All grants as part of TTEC Parent equity incentive program are
subject to Executive Stock Ownership Guidelines included in this Agreement as Exhibit D.


 


d.   
Incentive Award Size Determination and Payment Timing. The Executive’s actual annual VIP and equity awards are discretionary
and are not guaranteed. They are based on a combination of metrics reflecting targets and goals of the business as set-out and annually
approved by TTEC CEO and the Board. At present these metrics include the (i) TTEC-wide results of operations; (ii) business segment specific
results, including TTEC Digital’s revenue and operating income goals; (iii) the Executive’s individual performance against
targets set-out by the CEO; and (iv) the Executive’s compliance with the guidelines for TTEC employees’ conduct outlined
in TTEC’s Ethics Code. The metrics may change from time to time as determined by the Compensation Committee of the Board.


 


The
timing for the payment of the VIP and equity awards, if any, is determined from time to time (usually annually) by the Compensation Committee
of the Board.


 


e.   
Digital Value Creation Incentive. In addition to the annual cash and equity incentives, the Executive shall also be eligible
to participate in a special incentive bonus the value of which will be tied directly to the growth of TTEC Digital’s revenue, EBITDA,
operating income, and other business, financial and shareholder value metrics (such as, for example, the capital market valuation of
TTEC Digital on a standalone basis) during the 2021-2024 period, with the incentive period and incentive measurement period starting
as of the fiscal quarter in which the Avtex Closing occurs. Within ninety (90) days from the Avtex Closing, Mr. George Demou, on behalf
of Avtex executives, and TTEC Parent shall exercise all reasonable efforts to agree on the specifics of the terms and conditions of the
Digital Value Creation Incentive and each eligible executives’ participation in that Incentive. Once the terms of the Digital Value
Creation Incentive Plan are agreed, the Plan will be incorporated into this Agreement through an amendment to be included in Exhibit
C.


 


f.     
Reimbursement of Business Expenses. The Company agrees to reimburse the Executive for
all reasonable out-of-pocket business expenses incurred by him on behalf of the Company in accordance with TTEC expense reimbursement
policies. 


 


g.    Services
to Subsidiaries. Mr. Demou acknowledges that, as part of his employment responsibilities, he may be required to serve as an
officer and/or director (“D&O”) of TTEC subsidiaries, affiliates and related entities. He hereby agrees to perform
such duties diligently and without additional compensation, and to follow TTEC Parent’s direction in the performance of such
services. For the duration of such D&O services, TTEC shall maintain appropriate D&O insurance policies for the
Executive’s protection in connection with the services. Furthermore, the Executive agrees to resign such D&O roles, if
requested to do so by TTEC Parent.


 






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h.   
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.


 


3.       Benefits.


 


a.       Health
and Welfare Benefits. Mr. Demou shall be eligible to participate in TTEC health and wellness plans in a manner similar to others
at his level of responsibility at TTEC Parent, including participation for the Executive and his dependents in TTEC group medical, vision,
and dental insurance and other welfare plans, as they continue or change from time to time.


 


b.       Miscellaneous
Benefits. The Executive shall 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.


 


c.       Paid
Leave. The Executive shall be eligible to participate in 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). The Executive will also be paid
for time off for holidays in accordance with the TTEC holiday policy.


 


4.       Change
in Control. 


 


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 or legal entities 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;


 






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(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 a TTEC employee benefit plan (or related trust) sponsored
or maintained by TTEC Parent or any of its affiliates; or


 


(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.


 


		5.	Termination
                                            and Payments, Benefits On Termination.



 


a.       Termination
by Either Party. Except as set forth in Paragraphs 5(c) (termination
for Cause), (e) (termination due to death) and (f) (termination due to disability), and subject to provisions of Paragraph 5(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 notice period.


 


b.
       Termination by the Company without Cause. Subject to provisions of Paragraph 5(i)
(Change in Control termination), upon 30 days written notice, the Company, in its sole discretion, may terminate the Executive’s
employment without Cause (as “Cause” is defined in Paragraph 5(g)). Constructive Termination by the Company (as the
term is defined in Paragraph 5(j)) constitutes Termination without Cause by the Company for purposes of this Agreement. In case of termination
pursuant to this Paragraph 5(b), the Executives shall be entitled to:


 


(i)   
Severance. If Mr. Demou executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit
E (attached hereto), releasing all legal claims except for those that cannot legally be released and Mr. Demou continues to comply
with all terms of such separation agreement, and any other agreements signed by the Executive with the Company, then the Company shall
pay Mr. Demou severance compensation equal to twelve (12) full calendar months of his then current Base Salary (“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 Executive and to the Executive’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 Executive 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.


 






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If the Company
terminates this Agreement without Cause under this Paragraph 5(b), and the Company pays Mr. Demou the compensation earned as of
the effective date of the termination, and provides to Mr. Demou incremental compensation and continuation of benefits on the terms specified
in this Paragraph 5(b), the Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Mr. Demou
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 the Executive’s employment with the Company and/or this Agreement. If the separation agreement and legal release
referenced above is not signed within thirty (30) days from the date that such agreement is presented to Mr. Demou (which the Company
shall present no later than fifteen (15) days after the effective date of Executive’s termination), then Mr. Demou waives his right
to receive any severance compensation pursuant to this Agreement, even if Mr. Demou were to successfully litigate any claim against the
Company and/or TTEC Parent.


 


c.   
Termination by the Company for Cause. The Company may terminate this Agreement with no notice for Cause, as that term
is defined in Paragraph 5(g), with the Company's only obligation being the payment of any salary and compensation earned as of the date
of termination, reimbursement of any reasonable business expenses incurred by the Executive in accordance with the Company’s expense
reimbursement policies, and any continuing obligations under the Company benefit plans then in effect, and without liability for severance
compensation of any kind, including Severance set forth in Paragraph 5(b).


 


d.   
Termination by Executive. If the Executive terminates this Agreement for any reason, Executive shall be entitled to all compensation
fully earned, benefits fully vested as of the last date of employment; and the reimbursement of any reasonable business expenses that
the Executive incurred prior to termination. Mr. Demou is not entitled to severance compensation if he terminates his employment with
the Company for any reason, except the Good Reason as articulated in Paragraph 5(j). Termination by the Executive for “Good Reason”
(as the term is defined in Paragraph 5(j)) shall constitute Termination without Cause by the Company for purposes of this Agreement.


 


e.   
Termination upon Executive’s Death. This Agreement shall terminate immediately upon Executive’s death. Thereafter,
the Company shall pay to the Executive’s estate all compensation fully earned, and benefits fully vested as of the last date of
Executive’s continuous, full-time active employment with the Company; and will provide the estate with the reimbursement of any
reasonable business expenses that the Executive incurred prior to his death in accordance with the Company’s expense reimbursement
policies. For purposes of this Agreement, continuous, full-time active employment shall be defined as the last date upon which Executive
continuously performed his job responsibilities on a regular, full-time basis consisting of at least 35 hours per week, and in the usual
course of the Company’s business (“Continuous Full-Time Active Employment”). In case of Executive’s death, the
Company shall not be required to pay any form of severance or other compensation concerning or on account of the Executive’s employment
with the Company or the termination thereof.


 






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f.     Termination
Due to or Following Disability. During the first ninety (90) calendar days after a mental or physical condition that renders
Executive unable to perform the essential functions of his position with reasonable accommodation (the “Initial Disability
Period”), Executive shall continue to receive his Base Salary pursuant to Paragraph 2(a) of this Agreement. Thereafter, if
Executive qualifies for benefits under the Company’s long-term disability insurance plan (the “LTD Plan”), then
Executive shall remain on leave for as long as Executive continues to qualify for such benefits, up to a maximum of 180 consecutive
days (the “Long-term Leave Period”). The Long-term Leave Period shall begin on the first day following the end of the
Initial Disability Period. During the Long-term Leave Period, Executive shall be entitled to any benefits to which the LTD Plan
entitles the Executive, but no additional compensation from the Company in the form of salary, performance bonus, equity grants,
allowances or otherwise. If during or at the end of the Long-term Leave Period Executive remains unable to perform the essential
functions of his position, with or without reasonable accommodation, then the Company may terminate this Agreement and/or
Executive’s employment. If the Company terminates this Agreement or Executive’s employment under this Paragraph 6(f),
the Company’s payment obligation to Executive shall be limited to all compensation fully earned, reimbursement of all
reasonable business expenses that the Executive incurred prior to the separation in accordance with the company’s expense
reimbursement policies, and benefits fully vested as of the last date of Executive’s continuous, full-time active employment
with the Company.


 


g.   
Definition of “Cause”. For purposes of this Agreement, “Cause” shall have the following meaning:


 


(i)           
Fraud, theft, embezzlement (or
attempted fraud, theft, embezzlement), dishonest acts or illegal conduct; 


 


(ii)          
Other similar acts of willful misconduct on the part of Executive resulting in damage to TTEC
Parent or the Company, including without limitation a material breach by the Executive of the requirements of TTEC Ethics Code that results
in a negative publicity for the Company, TTEC Digital, or TTEC Parent;


 


(iii)         
Failure by the Executive to meet his and/or cause TTEC Digital to meet its agreed performance targets with gaps in performance being
significant in the judgement of the TTEC Parent CEO and the Compensation Committee of the Board;


 


(iv)         
A material breach by the Executive of this Agreement;


 


(v)          
Use of any controlled substance or alcohol while performing Executive’s duties, except as
part of a TTEC Parent, TTEC Digital, Company-sponsored event in connection with a business-related social engagement such as a trade
conference or customer entertainment, but only in moderation and in a professional manner that reflects positively on TTEC Parent and
the Company; with visible inebriation at a business-related social engagement constituting a cause for immediate termination; 


 


(vi)         
A breach of a fiduciary duty that results in an adverse
impact to TTEC Parent or the Company or in personal profit to the Executive (as determined by the Company based on its conflict of interest
policies outlined in the TTEC Ethics Code);


 


(vii)       
Use of trade secrets or confidential information of TTEC Parent, TTEC Digital, or the Company, other than in pursuit of TTEC Parent or
TTEC Digital’s business;


 


(viii)      
Aiding a competitor of TTEC Digital or TTEC Parent;


 




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(ix)         
Failure by the Executive in the performance of his duties that results in material adverse effect on
TTEC Parent, TTEC Digital or TTEC Parent subsidiary companies 


 


If the act
or acts constituting Cause are susceptible of cure, Company will provide Executive with written notice setting forth the acts constituting
Cause and providing that Executive may cure such acts within thirty (30) business days of receipt of such notice. Any recurrence of acts
constituting Cause within one (1) year of the original occurrence will void Executive’s right to such pre-termination right to
cure.


 


h.       Continuing
Obligations. Mr. Demou shall remain subject to the Agreement to Protect Confidential Information, Assign Inventions and Prevent
Unfair Competition and Unfair Solicitation (“Confidentiality Agreements”), the non-disclosure, non-solicitation, and non-competition
undertakings in this Agreement and in any Equity Agreements, and any other similar agreements executed at any time during his employment,
including without limitation this Agreement, all of which survive termination of employment.


 


i.       Termination
In Connection with Change in Control Event. If a Change in Control event occurs, and at any time within twelve (12) months
of such Change in Control event’s effective date (“COC Period”) the Company, TTEC Parent, or its successor terminates
Executive’s employment without Cause (as that term is defined in Paragraph 5(g)) whether such termination occurs outright
or pursuant to a Constructive Termination (as defined in Paragraph 5(j)), the Executive shall be entitled to and the Company, TTEC Parent
or its successor shall cause the following to occur:


 


(i)   
Severance. If Executive executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit
E (attached hereto), releasing all legal claims except for those that cannot legally be released and agreeing to continue to comply
with all terms of such separation agreement, and any other agreements signed by the Executive with the Company or successor, then the
Company shall pay the Executive a lump-sum severance compensation equal to one-and-a-half times (1.5x) of Executive’s Base
Salary in effect at the time of such termination (“COC Severance”) within ten (10) business days of the effective
date of such Change in Control related termination; provided, however, if the COC Severance payment is due prior to the date that the
Company or successor receive a signed and effective separation agreement and release, the payment shall be suspended until the receipt
of such signed separation agreement, and then paid as soon as reasonable but in no event later than ten (10) business days after such
receipt.


 


(ii)  
Continuation of Benefits. In addition to COC Severance, the Company, TTEC Parent, or successor shall continue to provide to Executive
and to the Executive’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 Executive cannot
continue to participate in TTEC Parent’s or successor’s benefit plans, TTEC Parent or successor shall otherwise provide such
benefits (via lump sum compensation or in kind) on the same after-tax basis as if continued participation had been permitted.


 


(iii)  Equity
Vesting on Change in Control (double trigger). Notwithstanding any vesting schedule provisions contained in Equity Agreements
that Executive may hold, any unvested equity that would vest pursuant to these awards on or after the Change in Control event
effective date and would otherwise forfeit on termination of employment, shall vest in full as of employment termination date, if
such termination occurs during the COC Period.


 






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(iv) 
Termination Ahead of Change in Control Event. Notwithstanding anything in this Agreement to the contrary, if Executive’s
employment is terminated (actually or pursuant to a Constructive Termination as defined in Paragraph 5(j) of this Agreement) within three
(3) months before a Change in Control event occurs, then for purposes of this Agreement, the effective date of Change in Control event
shall be deemed to be the date immediately prior to the date of such termination of employment.


 


j.
       "Good
Reason" or “Constructive Termination.” Termination by Executive for “Good Reason” or “Constructive
Termination” by the Company may be triggered if, without Executive's express written consent, the occurrence of any of the following
(in connection with or independent of a Change in Control event):


 


(i)   
Change in Responsibilities. The material adverse change in the Executive’s scope of responsibilities and duties (including
the diminution of such duties and responsibilities), or material adverse change in the Executive’s reporting responsibilities or
title by the Company, TTEC Parent, or in case of a Change in Control event by their successor. Notwithstanding the foregoing, the change
in scope of Executive’s responsibilities, duties or title following the Executive’s failure to meet agreed targets and business
objectives for TTEC Digital shall not trigger the right of the Executive to terminate this Agreement for Good Reason nor constitute “Constructive
Termination” on the part of the Company.


 


(ii)  
Change in Compensation. Any material reduction by the Company, TTEC Parent or, in case of a Change in Control event by successor,
of the Executive’s total compensation package, including material adverse change in the annual salary, the incentive bonus ranges
and targets, or the timing of payment of same as compared to the compensation package in effect as of the date hereof or immediately
prior to a Change in Control event, as the case may be. Notwithstanding anything in this provision to the contrary, a change in the compensation
structure that is consistent with prevailing market trends, as supported by an independent report of a qualified compensation advisor
to the Compensation Committee of the Board, the Company or its successor, shall not give rise to a ‘constructive termination’
or ‘termination for good reason’ claim.


 


(iii) 
Change in Location. Any requirement of the Company or successor that Executive be based anywhere more than fifty (50) miles
from Minneapolis, Minnesota the site where the Executive is located as provided in Paragraph 1(j) or the time of the Change in Control
event.


 


(iv) 
Failure to Cause Assumption of this Agreement. Failure of the Company, TTEC Digital, or TTEC Parent to assign and obtain
the assumption of this Agreement from any successor in case of a Change in Control event.


 


An
action taken in good faith and which is remedied by TTEC Parent or successor within fifteen (15) calendar days after receipt of the Executive’s
notice thereof shall not constitute Good Reason or Constructive Termination under this Agreement. Executive must provide notice of termination
of employment within thirty (30) calendar days of Executive’s knowledge of an event constituting “Good Reason” or such
event shall not constitute Good Reason or Constructive Termination under this Agreement.


 


		6.	Non-Disclosure,
                                            Non-Competition and Non-Solicitation.



 


As a
senior member of the executive leadership team of TTEC Parent, the Executive is privy to TTEC Parent company wide global business
and financial strategy. Therefore, in addition to the provisions of the Confidentiality Agreements that the Executive signed at the
time of his original employment with the Company, the Executive in consideration of the employment opportunity and compensation
provided hereunder, agrees and covenants during the term of his affiliation with the Company (as an Executive or otherwise in
leadership position):


 






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a.   
Non-Compete Undertaking. During and for a period of twelve (12) months from separation from TTEC Parent, TTEC
Digital and/or the Company, not to work or otherwise contribute his knowledge, directly or indirectly, in whole or in part, as an employee,
officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e. a shareholder holding more than
5% of outstanding equity in the company), volunteer, intern or in any other similar capacity anywhere in the world to a business entity
engaged in the same or substantially similar business as TTEC Parent its subsidiaries and affiliates, including entities providing integrated
customer experience technology services to customers through sale of software, hardware, consulting and other professional services to
manage omnichannel CX technology solutions, inclusive of the technology used for contact centers, customer relationship management systems,
unified communications, journey orchestration, automation (including artificial intelligence, machine learning and robotic process automation),
CX analytics, business intelligence, digital marketing and digital transformation (collectively, “TTEC Business”). The Non-Compete
Undertaking shall apply throughout, and shall only be limited by, the territory where the Executive performs services for TTEC Digital
and TTEC Parent, as provided in this Agreement. For the avoidance of doubt, the term ‘performs services for’ shall not be
limited to ‘works at’ or any other limitation delineating where the Executive performs the actual services, but instead shall
relate to the entire territory where TTEC Digital and TTEC Parent benefit and are reasonable to expect to benefit from the Executive
services. Given Mr. Demou’s role as the President for TTEC Digital business, the territory for purposes of this Agreement shall
be worldwide.


 


If
Executive’s employment is terminated pursuant to provisions of Paragraph 5(i) (Change in Control event) and if Executive is paid
Change in Control related compensation and receives other benefits as provided in that Paragraph, the Executive agrees for the Non-Competition
Undertaking to be extended from twelve (12) to eighteen (18) months; and


 


b.   
Executive Non-Solicitation Undertaking. During and for a period of twelve (12) months from separation from TTEC
Parent, TTEC Digital and the Company, the Executive agrees not to solicit, hire, recruit, attempt to hire or recruit, or induce the termination
of employment, directly or indirectly, of any then current employees of TTEC Digital or TTEC Parent or their subsidiaries and affiliates.


 


If
Executive’s employment is terminated pursuant to provisions of Paragraph 6(i) (Change in Control event) and if Executive is paid
Change in Control related compensation and receives other benefits as provided in that Paragraph, the Executive agrees for the employee
Non-Solicitation Undertaking to be extended from twelve (12) to eighteen (18) months; and


 


c.   
Client Non-Solicitation Undertaking. During and for a period of twelve (12) months from separation from TTEC
Parent, TTEC Digital or the Company, the Executive agrees not to solicit or interfere with business relationships between TTEC Parent,
TTEC Digital and current and prospective (currently actively pursued) clients of TTEC Digital, or any of its subsidiaries and affiliates,
for purposes of offering or accepting goods or services similar to or competitive with those offered by TTEC Parent or TTEC Digital or
any of their subsidiaries and affiliates.


 


If
Executive’s employment is terminated pursuant to provisions of Paragraph 6(i) (Change in Control event) and if Executive is paid
Change in Control related compensation and receives other benefits as provided in that Paragraph, the Executive agrees for the Client
Non-Solicitation Undertaking to be extended from twelve (12) to eighteen (18) months.


 






    10


     


    

 


d.       Consequences
of Breach. If Executive breaches any of the covenants and undertakings set forth in this Paragraph 6:


 


(i)       The
Executive and those who aid him in such breach shall be liable for all costs and business loses including any damages and out-of-pocket
expenses associated with or resulting from such breach;


 


(ii)
       TTEC Parent, TTEC Digital nor the Company shall have any further liabilities to the Executive
pursuant to this Agreement, including without limitation no liability for any compensation including equity not yet granted or granted
and unvested;


 


(iii)       The
Executive hereby consents and agrees that TTEC Parent, TTEC Digital and 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 or that money damages would not afford an adequate remedy, and without
the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages or other available forms of relief.


 


7.       Miscellaneous.


 


a.   
Relationship between this Agreement and Other Company Agreements. In the event of any direct conflict between any term of
this Agreement and any TTEC Parent, TTEC Digital and/or Company agreement, policy, procedure, guideline or other publication addressing
the same terms and conditions contained in this Agreement, the terms of this Agreement shall control Mr. Demou’s employment.


 


b.   
Successors and Assigns. TTEC Parent, TTEC Digital, the Company, their successors and assigns may in their sole discretion
assign this Agreement to any person or entity in connection with the merger, acquisition or other business
combination that results in the divestiture or transfer of all or substantially all the assets of the Company, TTEC Digital or TTEC Parent.
This Agreement shall bind, and inure to the benefit of TTEC Parent’s and the Company's successors or assigns. This Agreement
is for personal services and Mr. Demou’s may not and shall not assign his rights or obligations hereunder.


 


c.   
IRSC Section 409A.


 


(i)   
Interpretation. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder
shall be paid or provided in a manner that is either exempt from, or complies with, the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and the Internal Revenue Service guidance and Treasury Regulations thereunder
(collectively, “Section 409A”). It is the Parties’ intention that salary continuation payments under the Agreement
will be exempt from the requirements of Section 409A because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments
under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered
in a manner consistent with such intent.


 


(ii)   Separation
from Service; Separate Payments. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or
benefit subject to Section 409A, including an exemption from Section 409A, and such payment or benefit would otherwise be
payable or distributable hereunder by reason of Executive’s termination of employment, all references to the Executive’s
“termination of employment” shall be construed to mean a “separation from service,” as defined in Treasury
Regulation Section 1.409A-1(h), and Executive shall not be considered to have had a termination of employment unless such
termination constitutes a “separation from service” with respect to Executive. If under this Agreement, an amount is to
be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.


 






    11


     


    

 


(iii) 
Specified Employee. Notwithstanding anything in this Agreement to the contrary, if the Executive is a “specified employee”
(within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Executive’s “separation from service”,
any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A)
and is payable on account of the Executive’s separation from service shall be delayed in order to avoid a prohibited distribution
under Section 409A(a)(2)(B)(i), and any such delayed payment shall be paid to the Executive in a lump sum during the ten (10) day period
commencing on the earlier of (i) the expiration of a six-month period from the date of Executive’s “separation from service,”
or (ii) Executive’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement
will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement
to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) or 1.409A-1(b)(9), or in any other applicable
exception or provision of Section 409A.


 


(iv) 
Reimbursements. With regard to any provision in this Agreement that provides for reimbursement of costs and expenses or in-kind
benefits, except as permitted by Section 409A, (x) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchange for another benefit, (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable
year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided
that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)
of the Code solely because such arrangement provides for a limit on the amount of expenses that may be reimbursed over some or all of
the period the arrangement is in effect and (z) such payments shall be made on or before the last day of Demou’s taxable year following
the taxable year in which the expenses were incurred.


 


(v)  
Cooperation. If the Parties hereto determine that any payments or benefits payable under this Agreement intended to comply with
Section 409A do not so comply, the Executive and the Company agree to amend this Agreement, or take such other actions as the Executive
and the Company deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in
the aggregate, no less favorable than the benefits as provided to the Executive under this Agreement. If any provision of this Agreement
would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect
to such payments or benefits, and such provision shall otherwise remain in full force and effect.


 


d.       Governing
Law and Dispute Resolution.


 


(i)       Good
Faith Negotiation Requirement. Mr. Demou, TTEC Parent, TTEC Digital and the Company agree that in the event of any controversy
or claim arising out of or relating to Mr. Demou’s employment with and/or separation from the Company, they shall negotiate in
good faith to resolve the controversy or claim privately, amicably and confidentially. Each Party may consult with counsel in
connection with such negotiations.


 






    12


     


    

 


(ii)       Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Colorado without regard to conflict
of law principles.


 


(iii)       Disputes.
The Parties agree that any action arising from or relating in any way to this Agreement, shall be resolved and tried in the state
or federal courts situated in Denver, Colorado. The parties consent to jurisdiction and venue of those courts to the greatest extent
allowed by law. In this regard, the Executive acknowledges and admits to all or a combination of several following substantial contacts
with Colorado: (v) the Executive is employed, provides services for or otherwise is affiliated with an legal entity headquartered in
the state of Colorado; (w) the Executive receives the compensation in a form of checks or wire transfers that are drawn either directly
or indirectly, from bank accounts in Colorado; (x) the Executive regularly interacts with, contacts and is contacted by other TTEC and
Company employees and executives in Colorado; (y) the Executive either routinely travels to or attends business meetings in Colorado;
and (z) the Executive receives substantial compensation and benefits as a result of TTEC Parent being a corporation headquartered in
and subject to the laws of Colorado. Based on these and other contacts, the Executive acknowledges that he could reasonably be subject
to the laws of Colorado.


 


e.       Severability.
If any court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of the Agreement
shall remain fully enforceable. To the extent that any court concludes that any provision of this Agreement is void or voidable, the
court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the
provision(s) enforceable.


 


f.       Modification
of Agreement. This Agreement or any other term or condition of employment may not be modified by word or deed, except
in writing signed by the Executive and the Chief Financial and Administrative Officer, Chief People Officer, or Chief Executive Officer
for TTEC Parent.


 


g.       Waiver.
 No provision of this Agreement shall be deemed waived, nor shall there be an estoppel against the enforcement of any such provision,
except by a writing signed by the party charged with the waiver or estoppel. No waiver shall be deemed continuing unless specifically
stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to
any act other than that specifically waived.


 


h.   
Construction. Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular
shall include the plural and the plural shall include the singular. The Parties have reviewed and understand this Agreement, and each
has had a full opportunity to negotiate the agreement's terms and to consult with counsel of their own choosing. Therefore, the Parties
expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed
against the agreement's drafter, and agree that this Agreement and all amendments thereto shall be construed as a whole, according to
the fair meaning of the language used.


 


i.     
Dodd-Frank and Other Clawback Provisions.  Notwithstanding
any other provision in this Agreement or in the related Equity Agreements, this Agreement is subject to TTEC Incentive Recoupment Policy
promulgated in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, and incorporated herein by reference as Exhibit F.


 




    13


     


    

 


Notwithstanding
any other provision in this Agreement or in the relevant Equity Agreements, if Executive materially breaches the requirements of TTEC
Ethics Code in a manner that results in a negative publicity to TTEC Digital or TTEC Parent, then any payments made, or equity awards
granted (and equity received pursuant to these awards) for the year(s) when such breach occurred (regardless of when discovered or made
public) shall be returned and forfeited.


 


j.     
Greatest Net Benefit.


 


(i)   
Anything in this Agreement to the contrary notwithstanding, in the event that the Executive determines (at his discretion and expense)
that the receipt of any payments hereunder would subject the Executive to tax under Internal Revenue Code (the “Code”) Section
4999 or a successor provision, the Executive shall have the option at his discretion to cause TTEC Parent or successor to reduce the
payment due to the Executive under this Agreement so that the net (after tax) benefit of the payments to the Executive is maximized (“Reduced
Payment Election”). The Executive shall have forty-five (45) calendar days from receipt of notice of the payment due under this
Agreement or the payment itself under this Agreement, as the case may be, to advise TTEC Parent or successor of such election. 


 


(ii)  
If the Executive accepts the full payment hereunder and thereafter within the period provided above determines that he/she wants to make
the Reduced Payment Election, any payments received by the Executive in excess of the amount payable under Reduced Payment Election shall
be treated for all purposes as a loan ab initio to the Executive, which the Executive shall repay to TTEC Parent or successor,
together with appropriate interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code, within sixty (60) days
of the Reduced Payment Election.


 


(iii)
Nothing in this Paragraph 8(j) shall be interpreted to compel the Executive to make the Reduced Payment Election.


 


k.     
Assignment and Assumption of Agreement. Concurrently with any Change in Control event or a business combination that may impact
the legal implications of this Agreement, the Company, TTEC Parent shall cause any successor or transferee to assume unconditionally,
by written instrument delivered to Executive, all of the obligations of the Company and TTEC Parent hereunder. Failure of the Company
or TTEC Parent to obtain such assumption prior to the effectiveness of any Change in Control event or other business combination, shall
be a breach of this Agreement and shall constitute Good Reason entitling the Executive to resign, within thirty (30) calendar days of
consummation of such Change in Control event or business combination, and receive compensation and benefits as provided in Paragraph
6(i).


 


l.     
Controlling Provisions. The employment arrangement contemplated by this Agreement includes
other related documents in addition to this Executive Employment Agreement, some of which are TTEC Parent and the Company’s standard
documents not otherwise tailored to this transaction. To the extent any provisions of these related agreements contradict the clear provisions
and terms of this Executive Employment Agreement, the provisions of this Agreement shall be controlling.


 






    14


     


    





 


Mr. Demou
acknowledges and agrees that he reviewed and fully understands the terms and provisions of this Agreement; that he enters into it freely,
knowingly, and mindful of the fact that it creates important legal obligations and affects his legal rights; and that he understands
the need to and has had the opportunity to consult with legal counsel about the terms and conditions of this Agreement.


 





	Executive
    	 	TTEC
    Digital LLC
	 	 	 
		 	
	George
    S. Demou	 	Regina
    M. Paolillo, Chief Financial & Administrative Officer
	 	 	 
	 	 	 
	Date:
		 	Date:	               


 




    15


     


    

 


List
of Exhibits


 


Exhibit
A: TTEC Ethics Code: How TTEC Does Business


https://www.ttec.com/sites/default/files/how-ttec-does-business-our-ethics-code-for-employees-suppliers-and-partners.pdf


 


Exhibit
B:TTEC Executive and Senior Financial Officers Ethics Code


https://investors.ttec.com/static-files/1cc30592-98f2-45ff-8679-5ea0dbf24e37


 


Exhibit
C:Digital Value Creation Incentive 


Incorporated
in this document below


 


Exhibit
D:Executive Stock Ownership Guidelines


Incorporated
in this document below


 


Exhibit
E:Sample Separation and Release Agreement 


Incorporated
in this document below


 


Exhibit
F:TTEC Incentive Recoupment Policy


https://investors.ttec.com/static-files/c8d8459a-049e-472a-a3ef-35654486a970


 




    16


     


    




 


Exhibit
C


To
Executive Employment Agreement


Digital
Value Creation Incentive 


 


[to
be Included as part of Amendment #1]


 




    17


     


    

 


Exhibit
E


To
Executive Employment Agreement


(Sample
Severance Agreement and Release of Claims


Not
Customized for Mr. Demou)


 


[DATE]


 


PERSONAL
& CONFIDENTIAL


 


[NAME]


[ADDRESS]


 


 


Dear
[NAME]:


 


As
you have been advised, your employment with TTEC Digital LLC (“TTEC” or “the Company”) will terminate effective the
close of business on ____________ (“Termination Date”).  This letter contains a Settlement Agreement and Release
of Claims (“Agreement”) intended to resolve any and all disputes arising from your employment and your separation from employment
with TTEC on mutually agreeable terms as set forth below.  Please review it carefully, and if it is acceptable to you, sign
and return an original copy to TTEC Human Capital Department, 9197 S. Peoria Street, Englewood, Colorado 80112 Attn: Settlement Agreements,
either by mail or by hand delivery. If you are 40 or over, you have been provided 21 days from the date of this Agreement to consider
whether to enter into this Agreement.


 





SETTLEMENT
Agreement and Release of Claims


 


This
Agreement is made between ______________ (“you”) and TTEC (collectively, the “Parties”). In consideration
of the mutual promises and other benefits set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:


 





 


		1.	Settlement
                                            Payment: Provided that you sign and return this Agreement, and it thereafter becomes
                                            effective as described below, you will receive a settlement payment equivalent to ___________________of
                                            your base salary, for a total amount of $__________________ (“Settlement Payment”).
                                            Payment shall be made in bi-weekly installments in accordance with the Company’s normal
                                            payroll schedule, less applicable federal, state, and local taxes and other authorized deductions
                                            and shall be started within 15 days of the Termination Date.



 


		2.	Benefits:
                                            Your current medical, dental, vision and healthcare flexible spending account coverage
                                            (to the extent that you have a positive balance in that account as of today’s date)
                                            will be continued until the Termination Date. After the Termination Date, you may continue
                                            your existing medical insurance coverage at your own expense pursuant to your rights under
                                            federal law (commonly referred to as “COBRA”). You will receive information on
                                            COBRA in a later mailing.



 


		3.	Other
                                            Compensation Due You: You will receive payment for any salary earned through the
                                            date of your separation from the Company, less applicable taxes and authorized or required
                                            withholding deductions.  You understand that you will be paid your earned wages and
                                            commissions, if any, set forth in this paragraph regardless of whether you sign this Agreement.



 


		4.	Reimbursement
                                            for Business Expenses: Within five days of the Termination Date, you will provide
                                            to the Company expense reports detailing all items, if any, for which you seek reimbursement,
                                            and the required supporting documentation for such expenses. If you hold a corporate credit
                                            card account, and there is an outstanding amount due and owing on that account, you must
                                            submit documentation showing that the account has been paid in full within five days of the
                                            Termination Date and understand and agree that if you do not, the Company may withhold any
                                            amounts due and owing on that account from the Settlement Payment. Your expense reports and
                                            supporting documentation will be subject to the same level of review that all other similar
                                            submissions receive from the Company’s Accounting Department. The Company will reimburse
                                            you in accordance with its existing policies and procedures. In addition, you will provide
                                            supporting documentation for all previously filed expense reports and agree to cooperate
                                            with the Company’s Accounting Department to resolve in good faith any issues relating
                                            to expenses.


 






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		5.	Return
                                            and Prohibition of Removal of Company Property and Records. Except as otherwise specifically
                                            provided in this Agreement, you shall return all Company property and records on the Termination
                                            Date. In the event you fail to return such property or records provided herein, you shall
                                            be liable to the Company for the value of all such property and records, and all reasonable
                                            costs, including attorneys’ fees, incurred by the Company in recovering such property
                                            or records. Company property and records shall include, but is not limited to, cell phones,
                                            pagers, BlackBerry devices, tablets, laptops, printers, fax machines, and any Company related
                                            document whether in written or electronic form and whether created by you or another person
                                            or entity. Company equipment, files or business information of any kind, whether written,
                                            electronic, digital, or otherwise, shall not be copied, taken or otherwise used by you without
                                            the prior written consent of the Company. In addition, the Company reserves the right to
                                            pursue all legal and equitable relief available for breach of this paragraph.



 


		6.	Agreement
                                            to Protect Confidential Information, Assign Inventions, and Prevent Unfair Competition and
                                            Unfair Solicitation.   You understand that all terms and conditions of
                                            your “Agreement to Protect Confidential Information, Assign Inventions, and Prevent
                                            Unfair Competition and Unfair Solicitation” (the “Non-Compete Agreement”)
                                            and any other applicable employment documents you signed during your employment at TTEC,
                                            survive Termination and shall remain in full force and effect.



 


		7.	Acknowledgment:
                                            You understand and agree that, absent this Agreement, you would not otherwise be
                                            entitled to the payment specified in Paragraph 1. Further, by signing this Agreement, you
                                            agree that you are entitled only to the payments described in this Agreement and that you
                                            are not entitled to any payments that are not specifically listed in this Agreement, excluding
                                            vested rights you may have pursuant to the Company’s 401(k), Stock Option, Restricted
                                            Stock Units and Life Insurance plans.



 


		8.	General
                                            Release of All Claims: In exchange for the Company’s payments in Paragraph
                                            1, you promise that you will not sue TTEC Services Corporation, including its past and present
                                            parents, subsidiaries, partnerships, affiliated companies, officers, directors, employees,
                                            or agents. By signing below, you release TTEC Services Corporation, including its past and
                                            present parents, subsidiaries, partnerships, affiliated companies, officers, directors, employees
                                            or agents (collectively, the “Released Parties”), from any and all claims you
                                            may have, known or unknown, that are releasable by private agreement,
                                            arising at any time through the date that this Agreement becomes effective, which
                                            is eight [8] days after you sign it without revoking it. The release specifically includes
                                            and is not limited to:



 


		a.	any and all
                                            rights or claims under any of the following laws: Title VII of the Civil Rights Act of 1964,
                                            42 U.S.C. § 2000-e, as amended; the Civil Rights Act of 1991; Sections 1981 through
                                            1988 of Title 42 of the United States Code, as amended; the Family and Medical Leave Act
                                            of 1993, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the
                                            Fair Labor Standards Act of 1938, as amended; the National Labor Relations Act; the Occupational
                                            Safety and Health Act, as amended; the Age Discrimination in Employment Act; the Americans
                                            with Disabilities Act of 1990, as amended; the Civil Rights Acts of 1866, 1871, and 1991;
                                            the Equal Pay Act of 1963; the Employment Retirement and Income Security Act of 1974, as
                                            amended; the Immigration Reform and Control Act, as amended; the Conscientious Employment
                                            Protection Act, the Colorado Anti-Discrimination Act and any other federal, state, or local
                                            employment statute, law, or ordinance, including any and all claims of employment discrimination
                                            based on race, color, creed, religion, national origin, sex, age, marital status, disability,
                                            sexual orientation, lawful off-duty conduct, or retaliation; and



  






    19


     


    

 





		b.	any and all
                                            common-law claims such as wrongful discharge, violation of public policy, breach of contract,
                                            promissory estoppel, defamation, negligence, infliction of emotional distress, any intentional
                                            torts, outrageous conduct, interference with contract, fraud, misrepresentation, and invasion
                                            of privacy; and



 


		c.	any and all
                                            claims for any of the following: money damages (including actual, compensatory, liquidated
                                            or punitive damages), equitable relief such as reinstatement or injunctive relief, front
                                            or back pay, wages, commissions, bonuses, benefits, sick pay, PTO pay, vacation pay, costs,
                                            interest, expenses, attorney fees, or any other remedies; and



 


		d.	any and all
                                            claims arising under any federal or state "whistleblower" law, including without
                                            limitation the Sarbanes-Oxley Act of 2002, the Whistleblower Protection Act, and common-law
                                            wrongful discharge in violation of public policy.



 


		9.	Age
                                            Waiver for Executive 40 Years Old or More: By signing this Agreement, you acknowledge
                                            that:



 


		a.	The
                                            General Release in this Agreement includes a waiver and release of all claims you may have
                                            under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.);



 


		b.	You
                                            have carefully read, and understand, this Agreement;



 


		c.	You
                                            have twenty-one (21) days from the date of this Agreement to consider your rights and obligations
                                            under this Agreement and if you elect to sign it sooner, have done so knowingly, voluntarily,
                                            and after giving it your due consideration;



 


		d.	You
                                            were, and hereby are, advised to consult with an attorney and/or any other advisors of your
                                            choice before signing this Agreement;



 


		e.	You
                                            understand that this Agreement is legally binding and by signing it you give up certain rights;



 


		f.	You
                                            have voluntarily chosen to enter into this Agreement and have not been forced or pressured
                                            in any way to sign it;



 


		g.	You
                                            knowingly and voluntarily release the Released Parties from any and all claims you may have,
                                            known or unknown, in exchange for the payments and benefits you have obtained by signing
                                            this Agreement, and that these payments are in addition to any payments or benefits you would
                                            have otherwise received if you did not sign this Agreement;



 


		h.	You
                                            have seven (7) days from the date you sign this Agreement to change your mind and revoke
                                            your acceptance. To be effective, your revocation must be in writing and tendered to TTEC
                                            Corporate Headquarters, Human Capital Department, 9197 S. Peoria Street, Englewood, Colorado
                                            80112 Attn: Settlement Agreements, either by mail or by hand delivery, within the seven (7) day
                                            period. If by mail, the revocation must be: 1) postmarked within the seven (7) day period;
                                            2) properly addressed; and 3) sent by Certified Mail, Return Receipt Requested. The Agreement
                                            will become effective on the eighth day after you sign it, provided you do not revoke your
                                            acceptance. You understand that the Company is not required to make the payments described
                                            herein unless and until this Agreement becomes effective; and



 


		i.	You
                                            understand that this Agreement does not waive (i) any rights or claims that may arise
                                            after this Agreement is signed and becomes effective, which is after the Company’s
                                            actual receipt of your signed signature page and after the 7-day revocation period has
                                            expired, nor (ii) any claim for indemnification (A) under the organizational documents
                                            of the Company, (B) in any director or officer indemnification agreement between you
                                            and the Company, (C) required under applicable law, or (D) under any directors’
                                            and officers’ or other insurance policy maintained by the Company.



 


		10.	No
                                            Admission of Wrongdoing: By entering into this Agreement, neither you nor the Company
                                            nor any of the Released Parties suggest or admit any wrongdoing or violation of law.


 






    20


     


    

 


		11.	No
                                            Claims Filed: As a condition of the Company entering into this Agreement, you represent
                                            that you have not filed, and do not intend to file, any lawsuit against the Company, or any
                                            of the other Released Parties. This Agreement shall not be construed to prohibit you from
                                            filing a charge or complaint with the National Labor Relations Board, the Equal Employment
                                            Opportunity Commission, or participating in any investigation or proceedings conducted by
                                            either entity.



 


		12.	Confidentiality:
                                            You agree that the terms of this Agreement are confidential. You also agree not to
                                            tell anyone about this Agreement and not to disclose any information contained in this Agreement
                                            to anyone, other than your lawyer, financial advisor and immediate family members, unless
                                            you are compelled to do so by law. If you do tell your lawyer, financial advisor or immediate
                                            family members about this Agreement or its contents, you must immediately tell them that
                                            they must keep it confidential as well.



 


		13.	Breach
                                            of this Agreement: You promise to abide by the terms and conditions in this Agreement
                                            and understand that if you do not, the Company is entitled to seek damages and injunctive
                                            relief.



 


		14.	Entire
                                            Agreement: This Agreement, together with the Arbitration Agreement, Agreement to
                                            Protect Confidential Information, Assign Inventions and Non-Solicitation (collectively, the
                                            "Executive Agreements") constitute the complete understanding between the Parties
                                            concerning all matters affecting your employment with the Company, the termination thereof
                                            and any ongoing responsibilities. You hereby affirm and will comply with any and all ongoing
                                            obligations contained in the Executive Agreements, including obligations relating to confidentiality
                                            of Company information and binding arbitration. Moreover, you acknowledge that no promises
                                            or representations have been made to induce you to sign this Agreement other than as expressly
                                            set forth herein and that you have signed this Agreement as a free and voluntary act.



 


		15.	Severability.
                                            If any clause, provision or paragraph of this Agreement is found to be void, invalid
                                            or unenforceable, such finding shall have no effect on the remainder of this Agreement, which
                                            shall continue to be in full force and effect. Each provision of this Agreement shall be
                                            valid and enforced to the fullest extent permitted by law.



 


		16.	Changes
                                            to the Agreement: This Agreement may not be changed unless the changes are in writing
                                            and signed by you and an authorized representative of the Company.



 


		17.	Governing
                                            Law. This Agreement shall be governed and construed in accordance with the laws of
                                            the State of Colorado, excluding its choice of law rules, and shall be binding upon the parties
                                            hereto and their respective successors and assigns.



 


If
you agree, please sign and return to the Company as instructed above.


 


	 	By signing
    below, you accept
	 	this Agreement and all
    of
	 	the terms herein.



 


TTEC Digital
LLC 


 





	By:	 	 	 	 
	 	 	 	By:	 
	 	 	 	 
	Date:	 	 	Date:	 


 






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Exhibit
D


To
Executive Employment Agreement


Executive
Stock Ownership Guidelines


 


Equity
provides the opportunity for the company to further invest in the employees who passionately uphold our values while driving the business
with an entrepreneurial spirit. Company leaders who think and act like owners are crucial to our success and encouraging star players
to actively participate in company growth is key to building our future together.


 


When
a company’s board of directors, shareholders and employees align their interest in organization’s long- term success, the
stage is set for true transformation. To that end, TTEC has adopted Stock Ownership Guidelines to encourage company leaders (vice president-level
and above) to align their interests with TTEC and our stockholders and to focus on value creation, while sharing in the company’s
success. The following are answers to questions you may have about TTEC’s new Executive Stock Ownership Guidelines.


 


Executive
Stock Ownership Guidelines


 


		Q.	Why
are we implementing an Ownership Guideline?



		A.	The
Guidelines are designed to align our senior leaders’ interests with our shareholders’ interest, driving a long-term vision
and commitment to creating company value. The Executive Ownership Guidelines are also designed to:



 


•
Support confidence in company strategy to execute our business transformation


•
Allow us to remain an attractive and competitive choice for executive-level talent by adopting best practices


•
Align executive behavior with external shareholder expectation


•
Drive long-term accountability


•
Enable company success


 


		Q.	How
much stock should I hold as a company leader?



		A.	The
new Executive Stock Ownership Guidelines call for TTEC vice presidents and above to hold a multiplier of base compensation in TTEC stock
(based on Fair Market Value (FMV) of stock as it trades on NASDAQ). Employees will have five years from the start of this requirement
(or promotion into a new role) to meet the holding Guidelines.



 




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	Executive
    Level	 	Target Holding Amount
 within
                                            5 Years

	 Chief Financial Officer	 	3
    times current base salary
	 Executive Vice President 	 	2.5 times current base salary
	 Senior Vice President 	 	1.5 times current base salary
	 Group Vice President 	 	1.0 times current base salary



 


		Q.	Do
I have to buy TTEC stock to meet this holding Guideline?



		A.	TTEC
does not expect you to buy TTEC stock to meet the holdings Guidelines, and how you meet them is entirely up to you. Most employees will
be able to meet the requirement by holding a portion of their annual equity grant (net of tax), as it vests.



 


		Q.	How
many shares should I consider holding from each RSU grant to meet the holding Guidelines?



		A.	How
much you hold from each grant and from each vesting event is entirely up to you. Based on basic modeling, however, we believe that if
you hold a percentage of each vesting event from annual Equity Grants (net of tax as indicated in the table below) you should comfortably
reach the holding requirement in five years or sooner.



 


The
holding guideline can be satisfied with any stock you hold including:


•
the exercise of options to purchase the company’s common stock


•
the vesting of restricted stock; and


•
the vesting of performance shares.


 


	Executive Level	 	Guideline of Percentage of
 Net
                                            Shares to Hold
	 
	 Executive Vice President	 	 	75	%
	 Senior Vice President 	 	 	75	%
	 Group Vice President 	 	 	50	%



 


Once
the holding target is reached, you should maintain it during your entire tenure in the role; and as your role changes be aware of the
changes in the holding guidelines as well.


 


		Q.	What
happens if I don’t reach my target holding amount within the five-year time frame due to market volatility or amount of my equity
awards?



 


		A.	If the
actual Equity Grants you receive and/or market price volatility does not allow an employee to reach the target holding level within the
required five-year time frame, the company does not expect employees to invest out of pocket. The company expects the Equity Grants you
receive to be the source for the holding requirement and we look to you as a leader to exercise a good faith effort to honor the requirements.
If the Equity Grants you receive or market volatility creates a challenge, discuss the matter with your supervisor and your HC partner
for a practical resolution.



 






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		Q.	What
if I have a special situation (hardship) that makes maintaining the holding requirement difficult for me?



		A.	The
Executive Ownership Guidelines is designed to align your interests with the company’s interests and position you to share in our
success. If your personal situation makes the compliance with the Ownership Guidelines a hardship, speak to your HC partner and the Executive
Committee level executive responsible for your business segment for guidance and support.



 


		Q.	Whom
should I contact with questions?



		A.	If
                                            you have questions, please contact Pam LeMasters, Vice President, Total Rewards via
                                            email or by phone at 303.397.8531.



 






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