As filed with the Securities and Exchange Commission
on June 5, 2024
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
TTEC HOLDINGS, INC.
(Exact name of registrant
as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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84-1291044
(I.R.S. Employer Identification Number) |
6312 S. Fiddler’s
Green Circle, Suite 100N
Greenwood Village,
Colorado 80111
(303) 397-8100
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive office)
TTEC Holdings, Inc.
Amended and Restated 2020 Equity Incentive Plan
(Full
Title of Plan)
Margaret B. McLean
General Counsel &
Secretary
TTEC Holdings, Inc.
6312 S. Fiddler’s
Green Circle, Suite 100N
Greenwood Village,
Colorado 80111
(303) 397-8100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
John A. Elofson
Davis Graham &
Stubbs LLP
1550 Seventeenth Street,
Suite 500
Denver, Colorado
80202
(303) 892-9400
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
x |
Accelerated filer |
¨ |
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Non-accelerated filer |
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Smaller reporting company |
¨ |
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Emerging growth company |
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement
on Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E
to Form S-8 for the purpose of registering an additional 4,500,000 shares of the Company’s common stock, par value $0.01 per
share (“Common Stock”), which are reserved for issuance under the Company’s Amended and Restated 2020 Equity Incentive
Plan, as amended (the “Plan”).
On February 21, 2024,
the Company’s Board of Directors approved an amendment to increase the number of shares of Common Stock available for issuance under
the Plan by 4,500,000 shares. The amendment was approved by the Company’s stockholders at the 2024 Annual Meeting of Stockholders
that was held on May 22, 2024.
On June 8, 2020, the
Company filed Registration Statement on Form S-8 (File No. 333-239003) with the Commission to register 4,000,000 shares of Common
Stock under the Plan (the “Prior Registration Statement”). In accordance with General Instruction E to Form S-8, the
contents of the Prior Registration Statement are incorporated by reference herein, together with all exhibits filed therewith or incorporated
therein by reference to the extent not otherwise amended or superseded by the contents thereof.
As used in this Registration
Statement, the term “Company” or “Registrant” refers to TTEC Holdings and its subsidiaries.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
As permitted by the rules of
the Commission, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing
the information specified in Part I will be sent or given to the participants in the Plan as required by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission as part
of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Those
documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference. |
The
following documents have been filed with the Commission by the Registrant and are hereby incorporated in this Registration Statement by
reference, excluding any disclosures therein that have been furnished and not filed:
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· |
The description of the Registrant’s Common
Stock contained in its Registration Statement on Form 8-A filed with the Commission on July 19, 1996, as amended by the
description of the Registrant’s Common Stock included in Exhibit 4.01 to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and shall be a part hereof from the respective
dates of filing such documents (other than any portions of such documents that are deemed furnished under applicable Commission rules rather
than filed).
Any
statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
* Filed or furnished herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on June 3, 2024.
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TTEC Holdings, Inc. |
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By: |
/s/ KENNETH R. WAGERS, III |
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Kenneth R. Wagers, III |
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Chief Financial Officer |
POWER OF ATTORNEY
The
undersigned directors and officers of TTEC Holdings, Inc. hereby constitute and appoint Kenneth D. Tuchman, Francois Bourret and Margaret
B. McLean, and each of them, each with full power to act and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact
and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits and schedules thereto and all other documents in connection
therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, this Registration Statement has been signed below on June 3, 2024, by the
following persons on behalf of the registrant and in the capacities indicated:
| Signature |
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Title |
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| /s/ KENNETH D. TUCHMAN |
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PRINCIPAL EXECUTIVE OFFICER
Chief Executive Officer and Chairman of the Board |
| Kenneth D. Tuchman |
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| /s/ KENNETH R. WAGERS, III |
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PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
Chief Financial Officer |
| Kenneth R. Wagers, III |
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| * |
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DIRECTOR |
| Steven J. Anenen |
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| * |
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DIRECTOR |
| Tracy L. Bahl |
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| * |
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DIRECTOR |
| Gregory A. Conley |
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| * |
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DIRECTOR |
| Robert N. Frerichs |
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| * |
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DIRECTOR |
| Marc L. Holtzman |
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| * |
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DIRECTOR |
| Gina Loften |
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| * |
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DIRECTOR |
| Ekta Singh-Bushell |
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*By /s/ Francois Bourret under Power of Attorney.
Exhibit 5.01
June 3, 2024
TTEC Holdings, Inc.
9197 S. Peoria Street
Englewood, Colorado 80112-5833
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Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to
TTEC Holdings, Inc., a Delaware corporation (the “Company”). This letter is being delivered in connection with
the Registration Statement on Form S-8 filed by the Company on June 3, 2024 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act
of 1933, as amended (the “Securities Act”) of 4,500,000 additional shares of the Company’s common stock, par
value $0.01 per share (the “Shares”), pursuant to the TTEC Holdings, Inc. Amended and Restated 2020 Equity Incentive
Plan (the “Plan”).
This opinion letter is rendered
in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed
herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated
herein with respect to the issue of the Shares.
In connection with our opinion
expressed below, we have examined and relied upon the accuracy of factual matters contained in (i) the Registration Statement, (ii) the
Plan, and (ii) originals and copies, certified or otherwise identified to our satisfaction, of such other agreements, documents,
corporate records, and instruments as we have deemed necessary for the purposes of the opinion expressed below. In giving this opinion,
we are assuming, without independent investigation or verification of any kind, the authenticity and completeness of all instruments presented
to us as originals, the conformity with the authentic and complete originals of all instruments presented to us as copies, the genuineness
of all signatures, the legal capacity and competency of all natural persons signing all such documents, and the accuracy and completeness
of all factual representations and statements contained in all such documents.
We assume that the Registration
Statement has been filed by the Company with the Commission and will be effective at the time that any of the Shares are issued, and that
persons acquiring the Shares will do so strictly in accordance with the terms of the Plan. We further assume that the Shares will continue
to be duly and validly authorized on the dates that the Shares are issued pursuant to the terms of the Plan and, upon the issuance of
any of the Shares, the total number of shares of common stock of the Company issued and outstanding, after giving effect to such issuance
of such Shares, will not exceed the total number of shares of common stock that the Company is then authorized to issue under its amended
and restated certificate of incorporation.
Based upon the foregoing assumptions,
and subject to the qualifications set forth in this opinion letter, having considered such questions of law as we have deemed necessary
as a basis for the opinion expressed herein, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan,
will have been duly authorized by all necessary corporate action of the Company and will be validly
issued, fully paid and non-assessable.
The opinion expressed above
is limited to questions arising under the Delaware General Corporation Law and limited to the matters stated in this opinion letter, and
no opinion is implied or may be inferred beyond those expressly stated in this opinion letter. We do not express any opinion as to the
laws of any other jurisdiction. The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume
no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion
letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume
no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless
of whether or not they affect the opinion expressed in this opinion letter.
We hereby consent to be named
in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or under
the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Davis Graham & Stubbs LLP |
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Davis Graham & Stubbs LLP |
Exhibit 10.07
TTEC HOLDINGS, INC.
2020 EQUITY INCENTIVE PLAN
Conformed copy incorporating the Amendment
adopted by the Board on February 21, 2024
Approved by the Company’s stockholders on May 22, 2024
PREVIOUSLY Adopted by the Board on February 27,
2020 and
Approved by the Company’s stockholders on May 13, 2020
1. ESTABLISHMENT
AND PURPOSE OF PLAN
TTEC Holdings, Inc.,
a Delaware corporation (the “Company”), hereby establishes the TTEC Holdings, Inc. 2020 Equity Incentive Plan
(the “Plan”) as set forth in this document. The purpose of the Plan is to promote the success of the Company and to
increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees, non-employee directors,
and other eligible persons through the grant of equity and cash Awards that align the interests of Plan participants with the interests
of the Company’s stockholders.
2. DEFINITIONS
2.1 Defined
Terms. As used in the Plan, the following capitalized terms shall have the meanings set forth
below:
(a) “Administrator”
shall mean the Board or one or more Committees appointed by the Board or another Committee (within that Committee’s delegated authority)
to administer all or certain aspects of this Plan, as set forth in Section 3 hereof.
(b) “Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(c) “Award”
shall mean any award granted under the Plan, including any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Performance Stock Unit, cash Award, or Other Stock-Based Award.
(d) “Award
Agreement” shall mean a written or electronic Award agreement between the Company and a Participant evidencing the grant of
an Award under the Plan and containing the terms and conditions of such Award, as determined by the Administrator.
(e) “Board”
shall mean the board of directors of the Company.
(f) “Cause”
shall have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate defining
such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following
events, in each case as determined by the Administrator, a Participant’s: (i) commission of a felony or the commission of any
crime involving moral turpitude, theft, embezzlement, fraud, misappropriation of funds, breach of fiduciary duty, abuse of trust or the
violation of any other law or ethical rule relating to the Company; (ii) material or repeated dishonesty or misrepresentation
involving the Company or any Affiliate; (iii) material or repeated misconduct in the performance or non-performance of the Participant’s
responsibilities as an employee, officer, director, or consultant; (iv) violation of a material condition of employment; (v) unauthorized
use of trade secrets or confidential information (or the Company’s reasonable belief that a Participant has or has attempted to
do so); or (vi) aiding a competitor of the Company or any Affiliate. Any determination by the Administrator whether an event constituting
Cause has occurred will be final, binding and conclusive. For purposes of this definition, the term “Company” shall be interpreted
to include any Subsidiary, Affiliate or parent of the Company, as appropriate.
(g) “Change
in Control” shall mean and shall be deemed to have occurred upon the occurrence of any one of the following:
(1) any
consolidation, merger or other similar transaction (i) involving the Company and its Affiliates (“TTEC”), if TTEC
is not the continuing or surviving corporation, or (ii) which contemplates that all or substantially all of the business and/or assets
of TTEC will be controlled by another corporation, in each case unless, following such consolidation, merger or other similar transaction,
more than fifty one percent (51%) of the combined voting power of the then outstanding voting securities of such corporation is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of at least
fifty one percent (51%) of the then outstanding Common Stock and/or other voting securities of TTEC immediately prior to such consolidation,
merger or other similar transaction, in substantially the same proportion as their ownership immediately prior to such consolidation,
merger or other similar transaction;
(2) any
sale, lease, exchange or transfer (in one transaction or series of related transactions) of all or substantially all of the assets of
TTEC (a “Disposition”); provided, however, that the foregoing shall not apply to any Disposition to a
corporation with respect to which, following such Disposition, more than fifty one percent (51%) of the combined voting power of the then
outstanding voting securities of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners of at least fifty one percent (51%) of the then outstanding Common Stock and/or
other voting securities of TTEC immediately prior to such Disposition, in substantially the same proportion as their ownership immediately
prior to such Disposition;
(3) approval
by the stockholders of TTEC of any plan or proposal for the liquidation or dissolution of TTEC, unless such plan or proposal is abandoned
within sixty (60) days following such approval;
(4) the
acquisition by any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange), or two (2) or
more persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
fifty one percent (51%) or more of the outstanding shares of voting stock of TTEC; provided, however, that for purposes
of the foregoing, “person” excludes Kenneth D. Tuchman and his affiliates; provided, further that the foregoing
shall exclude any such acquisition (A) by any person made directly from TTEC, (B) made by TTEC or any Affiliate, or (C) made
by an employee benefit plan (or related trust) sponsored or maintained by TTEC or any Affiliate; or
(5) if,
during any period of fifteen (15) consecutive calendar months commencing at any time on or after the date of grant of any Award, those
individuals (the “Continuing Directors”) who either (A) were directors of TTEC on the first day of each such fifteen
(15)-month period, or (B) subsequently became directors of TTEC and whose actual election or initial nomination for election subsequent
to that date was approved by a majority of the Continuing Directors then on the board of directors of TTEC, cease to constitute a majority
of the board of directors of TTEC.
If the occurrence
of a Change in Control is a payment event for an Award that is “non-qualified deferred compensation” subject to Section 409A,
then a Change in Control will be deemed to have occurred only if the transaction is also a “change in ownership or effective control
of” the Company or a “change in the ownership of a substantial portion of the assets of” the Company as determined under
Treasury Regulation Section 1.409A-3(i)(5).
(h) “Code”
shall mean the Internal Revenue Code of 1986, as amended.
(i) “Committee”
shall mean the Compensation Committee of the Board, or such other Committee of the Board to which administration of the Plan, or a part
of the Plan, has been duly delegated as permitted by applicable law and in accordance with the Plan.
(j) “Common
Stock” shall mean the common stock of the Company, par value $0.01 per share, and such other securities or property as may become
the subject of Awards under this Plan pursuant to an adjustment made under Section 8.1.
(k) “Company”
shall mean TTEC Holdings, Inc., a Delaware corporation.
(l) “Disability”
shall have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate defining
such term and, in the absence of such agreement, such term means that, in each case as determined by the Administrator: (i) the Participant
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the
Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of
not less than three (3) months under an accident and health plan covering employees of the Company; provided that, in either
case, the Participant’s condition also qualifies as a “disability” for purposes of Section 409A with respect to
an Award subject to Section 409A.
(m) “Effective
Date” shall mean the date on which this Plan is approved by the stockholders of the Company.
(n) “Eligible
Person” shall mean any person who is either: (a) an officer, whether or not a director, or employee of the Company or one
of its Subsidiaries; (b) a non-employee director of the Company or one of its Subsidiaries; or (c) an individual consultant
who renders bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its
Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its Subsidiaries)
to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however,
that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation
would not adversely affect either the Company’s eligibility to use Form S-8 to register under the Securities Act, the offering
and sale of shares issuable under this Plan by the Company, or the Company’s compliance with any other applicable laws.
(o) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
(p) “Fair
Market Value” shall mean, unless otherwise determined by the Committee, the fair market value of a share of Common Stock as
of a particular date, determined as follows: (i) the closing sale price reported for such share of Common Stock for such date on
the national securities exchange or national market system on which such stock is principally traded, or if no sale of shares of Common
Stock is reported for such trading day, on the last preceding day on which a sale was reported, or (ii) if the shares of Common Stock
are not then listed on a national securities exchange or national market system, or the value of such shares is not otherwise determinable,
such value as determined by the Committee in good faith in its sole discretion consistent with the requirements under Section 409A
of the Code.
(q) “Incentive
Stock Option” or “ISO” shall mean an Option that is intended to comply with the requirements of Section 422
of the Code.
(r) “Non-Qualified
Stock Option” shall mean an Option that is not intended to comply with the requirements of Section 422 of the Code.
(s) “Option”
shall mean a right to purchase a specified number of shares of Common Stock during a specified period at a pre-established exercise price
as determined by the Administrator, granted pursuant to Section 6.1.1.
(t) “Other-Stock
Based Award” shall mean a stock-based Award issued pursuant to Section 6.1.7.
(u) “Participant”
shall mean any Eligible Person that has been issued an Award under the Plan.
(v) “Performance
Stock Unit” or “PSU” shall mean an Award evidencing the right to receive shares of Common Stock or equivalent
value (as determined by the Administrator) based on the attainment of certain performance goals, issued pursuant to Section 6.1.5.
(w) “Plan”
shall have the meaning set forth in Section 1 hereof.
(x) “Restricted
Stock” shall mean shares of Common Stock that are subject to forfeiture and restrictions on transferability, issued pursuant
to Section 6.1.3.
(y) “Restricted
Stock Unit” or “RSU” shall mean an Award evidencing the right to receive one share of Common Stock or equivalent
value (as determined by the 4 Administrator) that is restricted or subject to forfeiture provisions, issued pursuant to Section 6.1.4.
(z) “Section 409A”
shall mean section 409A of the Code and related Treasury regulations and guidance promulgated thereunder.
(aa) “Securities
Act” shall mean the Securities Act of 1933, as amended.
(bb) “Share
Limit” shall have the number of shares available for issuance under the Plan as set forth in Section 4.1.
(cc) “Stock
Appreciation Right” or “SAR” shall mean a right to receive the appreciation value on the shares of Common Stock
subject to the Award, issued pursuant to Section 6.1.2.
(dd) “Subsidiary”
shall mean any corporation (other than the Company) or other entity controlled by the Company directly or indirectly though one or more
intermediaries.
2.2 Construction.
Except where otherwise indicated by the context, any masculine term used herein also shall include
the feminine, the plural shall include the singular, and the singular shall include the plural.
3. PLAN
ADMINISTRATION
3.1 Plan
Administrator. This Plan shall be administered by, and all Awards under this Plan shall be
authorized by, the Administrator. Any Committee appointed by the Board to act as the Administrator shall be comprised solely of one or
more directors or such other number of directors as may be required under applicable law and the rules of any applicable stock exchange.
A Committee may delegate some or all of its authority to another Committee so constituted. The Board or a Committee comprised solely of
directors may also delegate, to the extent permitted by applicable law and the rules of any applicable stock exchange, to one or
more officers of the Company, its powers under this Plan (a) to determine the Eligible Persons who will receive grants of Awards
under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards. The Board
may delegate different levels of authority to different Committees with administrative and grant authority under this Plan. Unless otherwise
provided in the bylaws of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the affirmative vote of a majority of the members present assuming the presence
of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action by the
acting Administrator.
Grants of Awards, and transactions
in or involving Awards, intended to be exempt under Rule 16b-3 under the Exchange Act, must be duly and timely authorized by the
Board or a Committee consisting solely of two or more non-employee directors, as this requirement is applied under Rule 16b-3 promulgated
under the Exchange Act. Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of
the Company and shall be administered exclusively by the Board or a Committee consisting solely of independent directors.
3.2 Powers
of the Administrator. Subject to the express provisions of this Plan, the Administrator is
authorized and empowered to do all things deemed necessary or desirable in connection with the authorization of Awards and the administration
of this Plan (in the case of a delegation to a Committee or one or more officers, within the authority delegated to that Committee or
person(s)), including, without limitation, the authority to:
(a) determine
eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under this
Plan;
(b) grant
Awards to Eligible Persons, determine the type of Awards to be granted, the price at which securities will be offered or awarded and the
number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such Awards
consistent with the express limits of this Plan, establish the installments, if any, in which such Awards shall become exercisable or
shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability
or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards;
(c) approve
the forms of Award Agreements, which need not be identical either as to type of Award or among Participants;
(d) construe
and interpret this Plan and any Award Agreements defining the rights and obligations of the Company, its Subsidiaries, and Participants
under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the
administration of this Plan or the Awards granted under this Plan;
(e) cancel,
modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards,
subject to any required consent under Section 10.5.5;
(f) accelerate
or extend the vesting or exercisability or extend the term of any or all outstanding Awards (in the case of Options or Stock Appreciation
Rights, within the maximum ten (10)-year term of such Awards) in such circumstances as the Administrator may deem appropriate, including,
without limitation, in connection with a termination of employment or services or other events of a personal nature, subject to any required
consent under Section 10.5.5;
(g) adjust
the number of shares of Common Stock subject to any Award, adjust the price of any or all outstanding Awards or otherwise change previously
imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with
applicable stock exchange requirements, Sections 4 and 10.5.5, and provided that in no case, except due to an adjustment contemplated
by Section 8, shall the terms of any outstanding Awards be amended, by amendment, cancellation and regrant, or other means, to reduce
the per share exercise or base price of any outstanding Option or Stock Appreciation Right or other Award granted under this Plan, or
be exchanged for cash, other Award or Option or Stock Appreciation Right with an exercise price that is less than the per share exercise
price of the original Option or Stock Appreciation Right, without stockholder approval, and further provided that any adjustment
or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the
Administrator will not likely result in the imposition of additional taxes or interest under Section 409A;
(h) determine
the date of grant of an Award, which may be a designated date after but not before the date of the Administrator’s action, unless
otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which the Administrator took the action
granting an Award;
(i) determine
whether, and the extent to which, adjustments are required pursuant to Section 8 hereof and authorize the termination, conversion,
substitution, acceleration or succession of Awards upon the occurrence of an event of the type described in Section 8;
(j) acquire
or settle rights under Awards in cash, stock of equivalent value, or other consideration, subject to the provision of the Plan; and
(k) determine
the Fair Market Value of the Common Stock or Awards under this Plan from time to time and/or the manner in which such value will be determined.
3.3 Binding
Determinations. Any action taken by, or inaction of, the Company, any Subsidiary, or the
Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute
discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any
Committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with this Plan or any Award made under this Plan, and all such persons shall be entitled
to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense, including, without limitation, legal
fees, arising or resulting therefrom to the fullest extent permitted by law. The foregoing right of indemnification shall be in addition
to any right of indemnification set forth in the Company’s certificate of incorporation and bylaws, as the same may be amended from
time to time, or under any directors and officers liability insurance coverage or written indemnification agreement with the Company that
may be in effect from time to time.
3.4 Reliance
on Experts. In making any determination or in taking or not taking any action under this
Plan, the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Company. The Administrator
shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.
3.5 Delegation
of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority
to officers of the Company as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions
to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.
4. SHARES
OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT
4.1 Shares
of Common Stock Subject to the Plan; Share Limit. Subject to the adjustment as provided in
Sections 8.1 and 10.9, the maximum number of shares of Common Stock available for issuance under the Plan will be equal to 8,500,000 shares
of Common Stock, all of which may be granted, in the sole discretion of the Administrator, as Incentive Stock Options. Common Stock issued
under the Plan shall be either authorized but unissued shares of Common Stock or, to the extent permitted, shares of Common Stock that
have been reacquired by the Company or any Subsidiary.
4.2 Counting
of Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate
counting and to avoid double counting (as, for example, in the case of tandem or substitute Awards) as it may deem necessary or desirable
in its sole discretion. Shares shall be counted against those reserved to the extent shares have been delivered pursuant to an Award and
are no longer subject to a substantial risk of forfeiture. Accordingly, to the extent that an Award under the Plan, in whole or in part,
is canceled, expired, forfeited, settled in cash, or otherwise terminated without delivery of shares of Common Stock to the Participant,
the shares of Common Stock retained by or returned to the Company will not be deemed to have been delivered under the Plan, as applicable,
and will be deemed to remain or become available under this Plan. Notwithstanding the foregoing, shares that are withheld from an Option
or SAR as payment of the exercise price or the withholding taxes relating to the exercise of such Option or SAR, shares that are separately
surrendered by the Participant as payment of the exercise price or the withholding taxes relating to the exercise of such Option or SAR,
and the total number of shares subject to the exercised portion of a stock-settled SAR (regardless of the actual lesser of number shares
delivered to the Participant), shall be deemed to have been issued hereunder and shall reduce the number of shares remaining available
for issuance under the Plan. Shares that are withheld as payment of withholding taxes on any type of Award other than an Option or SAR
shall be added back to the number of shares available for issuance under the Plan.
4.3 Reservation
of Shares; No Fractional Shares. The Company shall at all times reserve a number of shares
of Common Stock sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to Awards
then outstanding under this Plan, exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such
rights in cash. No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares
in settlements of Awards under this Plan.
5. PARTICIPATION
The Administrator may grant
Awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. The Administrator shall, in its
sole and absolute discretion, select from among the Eligible Persons those individuals who shall receive Awards and become Participants
under the Plan. There is no right of any Eligible Person to receive an Award under the Plan, and the Administrator has absolute discretion
to treat Eligible Persons differently from one another under the Plan. Receipt of an Award by a Participant shall not create the right
to receive future Awards under the Plan, but a Participant who has been granted an Award may, if otherwise eligible, be granted additional
Awards if the Administrator shall so determine.
6. AWARDS
6.1 Type
and Form of Awards. The Administrator shall determine the type or types of Award(s) to
be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards may also be made in combination
or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation
plan of the Company or its Subsidiaries. The types of Awards that may be granted under this Plan are:
6.1.1 Stock Options.
(a) General
Option Provisions. Options may only be granted to Eligible Persons for whom the Company would be deemed to be an “eligible issuer
of service recipient stock,” as defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E). An Option may be intended to be an Incentive
Stock Option or a Non-Qualified Stock Option. The Award Agreement for an Option will indicate if the Option is intended to be an ISO or
a Non-Qualified Stock Option. The maximum term of each Option, whether an ISO or a Non-Qualified Stock Option, shall be ten (10) years.
The per share exercise price for each Option shall be not less than one hundred percent (100%) of the Fair Market Value of a share of
Common Stock on the date of grant of the Option. Each Option shall become exercisable at such times and under such conditions and shall
be subject to such other terms as may be determined by the Administrator in its discretion. When an Option is exercised, the exercise
price for the shares underlying such Option shall be paid in full in cash or such other method permitted by the Administrator consistent
with Section 6.4.
(b) Additional
Rules Applicable to ISOs. Notwithstanding the general Option rules set forth in Section 6.1.1(a), the following rules shall
apply to Options intended to qualify as ISOs. ISOs may only be granted to employees of the Company or its Subsidiaries (for this purpose,
the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain
of ownership of at least fifty percent (50%) of the total combined voting power of all classes of stock of each subsidiary in the chain
beginning with the Company and ending with the subsidiary in question). To the extent that the aggregate Fair Market Value of shares of
Common Stock determined at the time of grant of the applicable Option with respect to which ISOs first become exercisable by a Participant
in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs
under all other plans of the Company or its Subsidiaries or any parent or predecessor corporation, to the extent required by and within
the meaning of Section 422 of the Code and the regulations promulgated thereunder, such Options shall be treated as Non-Qualified
Stock Options. In reducing the number of Options treated as ISOs to meet the $100,000 limit, the most recently granted Options shall be
reduced first. To the extent a reduction of simultaneously granted Options is necessary to meet the $100,000 limit, the Administrator
may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant
to the exercise of an ISO. An Award Agreement relating to ISOs may contain such other terms and conditions as from time to time are required
in order for the Option to be considered an “incentive stock option,” as that term is defined in Section 422 of the Code.
No ISO may be granted to any person who, at the time the Option is granted, owns, or is deemed to own under Section 424(d) of
the Code, shares of outstanding Common Stock possessing more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company, unless the exercise price of such option is at least one hundred and ten percent (110%) of the Fair Market Value
of the stock subject to the Option and the term of such Option does not exceed five (5) years from the date such Option is granted.
6.1.2 Stock
Appreciation Rights. A SAR is an Award that entitles the Participant to receive, upon exercise
of the SAR, a payment in cash and/or Common Stock, or a combination of the two, equal to, or having a Fair Market Value equal to, the
product of (x) number of SARs being exercised multiplied by (y) the excess of (i) the Fair Market Value of a share of Common
Stock on the date the SAR is exercised, over (ii) the “base price” applicable to the SAR. SARs may only be granted to
Eligible Persons for whom the Company would be deemed to be an “eligible issuer of service recipient stock,” as defined in
Treasury Regulation 1.409A-1(b)(5)(iii)(E). The base price of the SAR shall be determined by the Administrator but shall be not less than
the Fair Market Value of the Company’s Common Stock on the date of grant. The maximum term of a SAR shall be ten (10) years.
SARs shall become exercisable at such times and under such conditions and shall be subject to such other terms as may be determined by
the Administrator in its discretion consistent with the terms and conditions of the Plan.
6.1.3 Restricted
Stock.
(a) General
Restricted Stock Provisions. Restricted Stock is Common Stock subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times,
under such circumstances, including based on achievement of performance goals and/or future service requirements, in such installments
or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of
this Plan and the applicable Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of
the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive dividends thereon,
subject to the provisions of Section 6.1.3(c) and Section 6.8.
(b) Certificates
for Shares. Shares of Restricted Stock granted under this Plan may be evidenced in such manner as the Administrator shall determine.
If certificates representing Restricted Stock are registered in the name of the Participant, the Administrator may require that such certificates
bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain
physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to
the Restricted Stock. The Administrator may require that shares of Restricted Stock are held in escrow until all restrictions lapse.
(c) Dividends
and Splits. As a condition to the grant of an Award of Restricted Stock, any cash dividends paid on shares of Restricted Stock and
any stock distributed in connection with a stock split or stock dividend, and any other property distributed as a dividend, shall be subject
to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such dividend or distribution
was made. In addition, and subject to applicable law, the Administrator may require or permit a Participant to elect that any cash dividends
paid on Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional
Awards under this Plan, subject to the same vesting schedule as the Restricted Stock to which the dividend relates.
6.1.4 Restricted
Stock Units.
(a) Grant
of Restricted Stock Units. An RSU represents the right to receive from the Company on the relevant scheduled vesting or payment date
for such RSU, one share of Common Stock or, if specified in the applicable Award Agreement, the Fair Market Value of one share of Common
Stock paid in cash. The vesting or payment of an Award of RSUs may be subject to the attainment of specified performance goals or targets,
forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan.
(b) Dividend
Equivalent Accounts. If, and only if, required by the applicable Award Agreement, prior to the expiration of the applicable vesting
period of an RSU, the Administrator shall provide dividend equivalent rights with respect to RSUs, in which case the Company shall establish
an account for the Participant and reflect in that account any securities, cash or other property comprising any dividend or property
distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account
shall be subject to the same vesting conditions as the RSU to which it relates. In addition, subject to applicable law, the Administrator
may require or permit a Participant to elect that any such dividend equivalent amounts credited to the Participant’s account be
automatically deemed reinvested in additional RSUs or applied to the purchase of additional Awards under the Plan, subject to the same
vesting schedule as the RSUs to which the dividend equivalent amounts relate. The Participant shall be paid the amounts or other property
credited to such dividend equivalent account at the same time as payment of the RSU.
(c) Rights
as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award Agreement,
each Participant receiving RSUs shall have no rights as a stockholder of the Company with respect to such RSUs until such time as shares
of Common Stock are issued to the Participant. In the event an RSU is settled in cash, the Participant receiving RSUs shall never receive
stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time an RSU is granted, and the Company
will not be required to set aside funds for the payment of any such Award.
6.1.5 Performance
Stock Units.
(a) Grant
of Performance Stock Units. A PSU is a performance-based Award that entitles the Participant to receive shares of Common Stock or,
if specified in the Award Agreement, the Fair Market Value of such shares of Common Stock paid in cash, based on the attainment of one
or more performance goals. Each Award of PSUs shall designate a target number of PSUs covered by the Award, with the actual number of
shares of Common Stock earned, if any, to be based on a formula set forth in the Award Agreement related to the attainment of one or more
performance goals set forth in the Award Agreement.
(b) Dividend
Equivalent Accounts. If, and only if, required by the applicable Award Agreement, the Administrator shall pay dividend equivalent
rights with respect to PSUs, in which case a Participant shall be entitled to a cash payment with respect to each PSU earned and payable
in an amount based on the ordinary cash dividends that would have been payable to the Participant had the Participant been the owner of
a number of actual shares of Common Stock equal to the number of PSUs earned, from the date of grant of the PSU Award through the date
the PSU is paid. If so determined by the Administrator and set forth in the applicable Award Agreement, such cash amount may be credited
with earnings or losses as if deemed reinvested in Common Stock or as if used to purchase additional Awards under the Plan. The amount
payable shall be made in a single lump sum on the date on which payment is made in respect of the related PSUs.
(c) Rights
as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award Agreement,
each Participant receiving PSUs shall have no rights as a stockholder of the Company with respect to such PSUs until such time as shares
of Common Stock are issued to the Participant. In the event a PSU is settled in cash, the Participant receiving PSUs shall never receive
stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time a PSU is granted, and the Company
will not be required to set aside funds for the payment of any such Award.
6.1.6 Cash
Awards. The Administrator may, from time to time, subject to the provisions of the Plan and
such other terms and conditions as it may determine, grant cash bonuses, including without limitation, discretionary Awards, Awards based
on objective or subjective performance criteria, Awards subject to other vesting criteria or Awards granted consistent with Section 6.1.7
below. Cash Awards may be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.
6.1.7 Other
Awards. The other types of Awards that may be granted under this Plan include: (a) stock
bonuses or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject
to compliance with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions, or any combination thereof; or (b) any similar securities or rights with a value derived from the value
of, or related to, the Common Stock and/or returns thereon.
6.2 Award
Agreements. Each Award, other than cash Awards described in Section 6.1.6, shall be
evidenced by a written or electronic Award Agreement in the form approved by the Administrator and, if required by the Administrator,
executed or accepted by the recipient of the Award. The Administrator may authorize any officer of the Company, other than the particular
Award recipient, to execute any or all Award Agreements on behalf of the Company (electronically or otherwise). The Award Agreement shall
set forth the material terms and conditions of the Award as established by the Administrator consistent with the express limitations of
this Plan.
6.3 Deferrals
and Settlements. Except as otherwise set forth herein, payment of Awards may be in the form
of cash, Common Stock, other Awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may
impose. The Administrator may also require or permit Participants to elect to defer the issuance of shares of Common Stock or the settlement
of Awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred
settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend
equivalents where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance of shares of Common
Stock or the settlement of Awards in cash shall be structured in a manner that is intended to comply with, or be exempt from, the requirements
of Section 409A of the Code.
6.4 Consideration
for Common Stock or Awards. The purchase price for any Award granted under this Plan or the
Common Stock to be delivered pursuant to an Award, as applicable, may be paid by means of any lawful consideration as determined by the
Administrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the following methods:
(a) services
rendered by the recipient of such Award;
(b) cash,
check payable to the order of the Company, or electronic funds transfer;
(c) notice
and third-party payment in such manner as may be authorized by the Administrator;
(d) the
delivery of previously owned shares of Common Stock that are fully vested and unencumbered;
(e) by
a reduction in the number of shares otherwise deliverable pursuant to the Award; or
(f) subject
to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with an approved broker or dealer who
provides financing for the purposes of, or who otherwise facilitates, the purchase or exercise of Awards.
In the event that the Administrator
allows a Participant to exercise an Award by delivering shares of Common Stock previously owned by such Participant and unless otherwise
expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Company upon exercise
of an Option or otherwise must have been owned by the Participant at least six (6) months as of the date of delivery, or such other
period as may be required by the Administrator in order to avoid adverse accounting treatment. Shares of Common Stock used to satisfy
the exercise price of an Option shall be valued at their Fair Market Value on the date of exercise. The Company will not be obligated
to deliver any shares with respect to any Award unless and until it receives full payment of the exercise or purchase price therefor and
any related withholding amounts under Section 9.1, and any other conditions to exercise or purchase, as established from time to
time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable Award Agreement, the Administrator
may at any time eliminate or limit a Participant’s ability to pay the purchase or exercise price of any Award by any method other
than cash payment to the Company.
6.5 Minimum
Vesting Schedule. Except as provided below, all Awards granted under the Plan shall
have a minimum one (1) year cliff vesting schedule meaning that no portion of any Award may be scheduled to vest prior to one (1) year
after the date of grant of such Award. Notwithstanding the foregoing, up to five percent (5%) of the total number of shares of Common
Stock authorized by the Board and the stockholders for issuance under the Plan may be granted pursuant to Awards not subject to the minimum
vesting schedule described above. The Administrator may adopt reasonable counting procedures to determine whether the five percent (5%)
limit in the preceding sentence has been attained. The Administrator may also apply reasonable rules and rounding conventions to
determine whether an Award complies with the above-referenced minimum vesting schedule.
6.6 Transfer
Restrictions.
6.6.1 Limitations
on Exercise and Transfer. Unless otherwise expressly provided in or pursuant to this Section 6.6,
by applicable law or by an Award Agreement, as the same may be amended, (a) all Awards are non-transferable by the Participant and
shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards
shall be exercised only by the Participant; and (c) amounts payable or shares issuable pursuant to any Award shall be delivered only
to, or for the account of, the Participant.
6.6.2 Exceptions.
The Administrator may permit Awards to be exercised by and paid to, or otherwise transferred
to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator
may, in its sole discretion, establish in writing; provided that any such transfers of ISOs shall be limited to the extent permitted
under the federal tax laws governing ISOs. Any permitted transfer shall be subject to compliance with applicable federal and state securities
laws.
6.6.3 Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 6.6.1
shall not apply to:
(a) transfers
to the Company,
(b) the
designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers
to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the
laws of descent and distribution,
(c) subject
to any applicable limitations on ISOs, transfers to a current or former family member pursuant to a domestic relations order if approved
or ratified by the Administrator,
(d) subject
to any applicable limitations on ISOs, if the Participant has suffered a Disability, permitted transfers or exercises on behalf of the
Participant by his or her legal representative, or
(e) the
authorization by the Administrator of “cashless exercise” procedures with approved brokers or dealers who provide financing
for the purpose of, or who otherwise facilitate, the exercise of Awards consistent with applicable laws and the express authorization
of the Administrator.
6.7 International
Awards. One or more Awards may be granted to Eligible Persons who provide services to the
Company or one of its Subsidiaries outside of the United States. Any Awards granted to such persons may, if deemed necessary or advisable
by the Administrator, be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved
by the Administrator.
6.8 Dividend
and Dividend Equivalents. Notwithstanding anything to the contrary herein, in no event may
accrued dividends or dividend equivalents with respect to any Award issued under the Plan be paid prior to the vesting of the Award to
which they relate.
7. EFFECT
OF TERMINATION OF SERVICE ON AWARDS
7.1 Termination
of Employment.
7.1.1 Administrator
Determination. The Administrator shall establish the effect of a termination of employment
or service on the rights and benefits under each Award under this Plan and in so doing may make distinctions based upon, inter alia, the
cause of termination and type of Award. If the Participant is not an employee of the Company or one of its Subsidiaries and provides other
services to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan, unless a contract
or the Award Agreement otherwise provides, of whether the Participant continues to render services to the Company or one of its Subsidiaries
and the date, if any, upon which such services shall be deemed to have terminated.
7.1.2 General.
For any Award issued under the Plan, unless the Award Agreement provides otherwise, the portion
of such Award that is unvested at the time that a Participant’s employment or service is terminated for any or no reason shall be
forfeited and reacquired by the Company; provided however, that the Administrator may provide, by rule or regulation or in
any Award Agreement, or may determine in any individual case, that such forfeiture requirement shall be waived in whole or in part.
7.1.3 Stock
Options and SARs. For Awards of Options or SARs, unless the Award Agreement provides otherwise,
the exercise period of such Options or SARs shall expire:
(a) three
(3) months after the last day that the Participant is employed by, or provides services to, the Company or its Subsidiaries; provided
however, that in the event of the Participant’s death during this period, those persons entitled to exercise the Option or SAR
pursuant to the laws of descent and distribution shall have one (1) year following the date of the Participant’s death within
which to exercise such Option or SAR;
(b) twelve
(12) months after the last day that the Participant is employed by, or provides services to, the Company or a Subsidiary in the case of
a Participant whose termination of employment or service is due to death or Disability; and
(c) immediately
upon a Participant’s termination for Cause.
The Administrator will, in
its absolute discretion, determine the effect of all matters and questions relating to a termination of a Participant’s employment
or service, including, but not limited to, the question of whether a leave of absence constitutes a termination of employment or service
and whether a Participant’s termination is for Cause.
7.2 Events
Not Deemed Terminations of Service. Unless the express policy of the Company or any of its
Subsidiaries or the Administrator otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick
leave, (b) military leave, or (c) any other paid leave of absence authorized by the Company or one of its Subsidiaries, or the
Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave
is for a period of not more than three (3) months. In the case of any employee of the Company or one of its Subsidiaries on an approved
leave of absence, continued vesting of the Award while on leave from the employ of the Company or one of its Subsidiaries may be suspended
until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall
an Award be exercised after the expiration of the term set forth in the Award Agreement.
7.3 Change
in Time Commitment. In the event a Participant’s regular level of time commitment in
the performance of his or her services for the Company or any Subsidiaries is reduced (for example, and without limitation, if the Participant
is an employee of the Company and the Participant has a change in status from full-time to part-time or takes an extended leave of absence)
after the date of grant of any Award, the Administrator, in its sole discretion, may (a) make a corresponding reduction in the number
of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change
in time commitment, and (b) in lieu of or in combination with such a reduction, extend the vesting schedule applicable to such Award
in accordance with Section 409A, as applicable. In the event of any such reduction, the Participant will have no right with respect
to any portion of the Award that is so amended.
7.4 Effect
of Change of Subsidiary Status. For purposes of this Plan and any Award, if an entity ceases
to be a Subsidiary of the Company, a termination of employment or service shall be deemed to have occurred with respect to each Eligible
Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that
continues as such after giving effect to the transaction or other event giving rise to the change in status.
8. ADJUSTMENTS;
ACCELERATION
8.1 Adjustments.
Upon or in contemplation of (a) any reclassification, recapitalization, stock split
(including a stock split in the form of a stock dividend) or reverse stock split, (b) any merger, arrangement, combination, consolidation,
or other reorganization, (c) any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock,
whether in the form of securities or property, or (d) any exchange of Common Stock or other securities of the Company, or any similar
unusual or extraordinary corporate event or transaction affecting the Common Stock, the Administrator shall in such manner, to such extent
and at such time as it deems appropriate and equitable in the circumstances, but subject to compliance with applicable laws and stock
exchange requirements, proportionately adjust any or all of (1) the number and type of shares of Common Stock or other securities
that thereafter may be made the subject of Awards, including the Share Limit and the limit on the number of ISOs issuable under the Plan,
(2) the number, amount and type of shares of Common Stock or other securities or property subject to any or all outstanding Awards,
(3) the grant, purchase or exercise price, including the base price of any SAR or similar right, of any or all outstanding Awards,
and (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding Awards. Any adjustment made
pursuant to this Section 8.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely
result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any Award of an ISO, the
Administrator may make an adjustment that causes the Option to cease to qualify as an ISO without the consent of the affected Participant.
Any determinations made by the Administrator pursuant to this Section 8.1 shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of Common Stock of any class, or securities convertible into shares of Common Stock
of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Award.
8.2 Change
in Control. Unless otherwise provided in an applicable Award Agreement, in the event of a
Change in Control, the Administrator shall have full discretion to take whatever actions it deems necessary or appropriate with respect
to outstanding Awards, including, but not limited to: (a) to provide for full or partial accelerated vesting of any Award or portion
thereof, either immediately prior to such Change in Control or on such terms and conditions following the Change in Control (such as a
termination without Cause) as the Administrator determines in its sole and absolute discretion, (b) to provide for the assumption
of such Awards or portions thereof or the substitution of such Awards or portions thereof with similar awards of the surviving or acquiring
company or parent thereof, in a manner designed to comply with Section 409A of the Code, (c) to provide for the settlement in
cash or property and cancellation of any Award or portions thereof immediately prior to such Change in Control, which settlement may,
in a manner designed to comply with Code Section 409A, be subject to any escrow, earn-out or other contingent or deferred payment
arrangement that is contemplated by such Change in Control, and (d) take any other actions as the Administrator deems necessary or
advisable in connection with such Change in Control transaction; provided, however, that in the event the surviving or acquiring
company does not assume the outstanding Awards or portions thereof or substitute similar stock awards for those outstanding under the
Plan as of the Change in Control, then (a) the vesting and exercisability, if applicable, of all Awards or portions thereof shall
be accelerated in full immediately prior to such Change in Control, with all performance goals or other vesting criteria applicable to
any performance-based Awards deemed achieved based on performance measured through the date of the Change in Control, and (b) such
outstanding Awards or portions thereof shall terminate and/or be payable upon the occurrence of the Change in Control. The Administrator
may take different actions with respect to different Participants under the Plan, different Awards under the Plan, and different portions
of Awards granted under the Plan.
9. TAX
PROVISIONS
9.1 Tax
Withholding. Upon any exercise, vesting, or payment of any Award, the Company or one of its
Subsidiaries shall have the right at its option to:
(a) require
the Participant, or the Participant’s personal representative or beneficiary, as the case may be, to pay or provide for payment
of at least the minimum amount of any taxes which the Company or its Subsidiaries may be required to withhold with respect to such Award
event or payment; or
(b) deduct
from any amount otherwise payable in cash to the Participant, or the Participant’s personal representative or beneficiary, as the
case may be, the minimum amount of any taxes which the Company or its Subsidiaries may be required to withhold with respect to such cash
payment.
In any case where a tax is
required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion,
subject to Section 10.1, grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to
such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the number of shares to
be delivered by or otherwise reacquire the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at
the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the applicable withholding obligation
on exercise, vesting or payment, not in excess of the maximum statutory rates in the Participant’s applicable jurisdictions.
9.2 Requirement
of Notification of Code Section 83(b) Election. If
any Participant shall make an election under Section 83(b) of the Code (to include in gross income in the year of transfer the
amounts specified in Section 83(b) of the Code) or under a similar provisions of the laws of a jurisdiction outside the United
States, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election with
the Internal Revenue Service or other government authority, in addition to any filing and notification required pursuant to regulations
issued under Code Section 83(b) or other applicable provision.
9.3 Requirement
of Notification of Disqualifying Disposition. If any Participant shall make any disposition
of shares of Common Stock delivered to the Participant pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) relating
to certain disqualifying dispositions, such Participant shall notify the Company of such disposition within ten (10) days thereof.
10. OTHER
PROVISIONS
10.1 Compliance
with Laws. This Plan, the granting and vesting of Awards under this Plan, the offer, issuance
and delivery of shares of Common Stock, the payment of money under this Plan or under Awards are subject to compliance with all applicable
federal and state laws, rules and regulations and to such approvals by any applicable stock exchange listing, regulatory or governmental
authority as may, in the opinion of the counsel for the Company, be necessary or advisable in connection therewith. The person acquiring
any securities under this Plan will, if requested by the Company or any of its Subsidiaries, provide such assurances and representations
to the Company or any of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.
10.2 Future
Awards/Other Rights. No person shall have any claim or rights to be granted an Award or additional
Awards, as the case may be, under this Plan, subject to any express contractual rights set forth in a document other than this Plan to
the contrary.
10.3 No
Employment/Service Contract. Nothing contained in this Plan or in any other documents under
this Plan or in any Award Agreement shall confer upon any Eligible Person or other Participant any right to continue in the employ or
other service of the Company or any of its Subsidiaries, constitute any contract or agreement of employment or other service or affect
an employee’s status as an employee at-will, nor shall interfere in any way with the right of the Company or its Subsidiaries to
change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without Cause.
Nothing in this Section 10.3, however, is intended to adversely affect any express independent right of such person under a separate
employment or service contract other than an Award Agreement.
10.4 Plan
Not Funded. Awards payable under this Plan shall be payable in shares of Common Stock or
from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such Awards.
No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares
of Common Stock, except as expressly otherwise provided) of the Company or any of its Subsidiaries by reason of any Award hereunder. Neither
the provisions of this Plan or of any related documents, nor the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or
any of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary or other person
acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of any unsecured general
creditor of the Company.
10.5 Effective
Date, Termination and Suspension, Amendments
10.5.1 Effective
Date and Termination. This Plan was approved by the Board and shall become effective upon
approval by the stockholders of the Company. Unless earlier terminated by the Board, this Plan shall terminate at the close of business
ten (10) years after the date on which it was approved by the Board. After the termination of this Plan either upon such stated expiration
date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards and the
authority of the Administrator with respect thereto, including the authority to amend such Awards, shall remain outstanding in accordance
with their applicable terms and conditions and the terms and conditions of this Plan.
10.5.2 Amendment;
Termination. The Board may, at any time, terminate or, from time to time, amend, modify or
suspend this Plan, in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.
10.5.3 Stockholder
Approval. To the extent then required by applicable law or any applicable stock exchange
rule or required to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan
and any amendment to this Plan shall be subject to approval by the stockholders of the Company.
10.5.4 Amendments
to Awards. Without limiting any other express authority of the Administrator under, but subject
to, the express limits of this Plan, the Administrator may by agreement or resolution waive conditions of or limitations on Awards to
Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and, subject
to the requirements of Sections 3.2 and 10.5.5, may make other changes to the terms and conditions of Awards. Any amendment or other action
that would constitute a repricing of an Award is subject to the limitations and stockholder approval requirements set forth in Section 3.2(g).
10.5.5 Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or
change of or affecting any outstanding Award shall, without written consent of the Participant, affect in any manner materially adverse
to the Participant any rights or benefits of the Participant or obligations of the Company under any Award granted under this Plan. Changes,
settlements and other actions contemplated by Section 8 shall not be deemed to constitute changes or amendments for purposes of this
Section 10.5.5.
10.6 Privileges
of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this
Plan, a Participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered
to and held of record by the Participant. Except as expressly provided herein, no adjustment will be made for dividends or other rights
as a stockholder of the Company for which a record date is prior to such date of delivery.
10.7 Governing
Law; Severability; Construction.
10.7.1 Choice
of Law. This Plan, the Awards, all documents evidencing Awards and all other related documents
shall be governed by, and construed in accordance with the laws of the State of Delaware.
10.7.2 Severability.
If a court of competent jurisdiction holds any provision of this Plan invalid and unenforceable,
the remaining provisions of this Plan shall continue in effect and the Plan shall be construed and enforced without regard to the illegal
or invalid provision.
10.7.3 Plan
Construction
(a) Rule 16b-3.
It is the intent of the Company that the Awards and transactions permitted by the Awards be interpreted in a manner that, in the case
of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express
terms of the Award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the
foregoing, the Company shall have no liability to any Participant for Section 16 consequences of Awards or events under Awards if
an Award or event does not so qualify.
(b) Compliance
with Section 409A of the Code. The Board intends that, except as may be otherwise determined by the Administrator, any Awards
under the Plan will be either exempt from, or satisfy the requirements of, Section 409A to avoid the imposition of any taxes, including
additional income or penalty taxes, thereunder. If the Administrator determines that an Award, Award Agreement, acceleration, adjustment
to the terms of an Award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the
provisions of the Plan would, if undertaken, cause a Participant’s Award to violate Section 409A, unless the Administrator
expressly determines otherwise, such Award, Award Agreement, payment, acceleration, adjustment, distribution, deferral election, transaction
or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or Award Agreement will be deemed modified
or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Administrator
without the consent of or notice to the Participant. Notwithstanding the foregoing, neither the Company nor the Administrator shall have
any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A.
(c) No
Guarantee of Favorable Tax Treatment. Although the Company intends that Awards under the Plan will be exempt from, or will comply
with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable
tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not
be liable to any Participant for any tax, interest or penalties the Participant might owe as a result of the grant, holding, vesting,
exercise or payment of any Award under the Plan.
10.8 Stock-Based
Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be
granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, stock appreciation right,
restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect
of the Company or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization
by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly,
of all or a substantial part of the stock or assets of the employing entity. The Awards so granted need not comply with other specific
terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion
applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any
Awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution
for, outstanding Awards previously granted by an acquired company or previously granted by a predecessor employer (or direct or indirect
parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or
asset acquisition or similar transaction, shall not be counted against the Share Limit or other limits on the number of shares available
for issuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution
or as may be required to comply with the requirements of any applicable stock exchange.
10.9 Non-Exclusivity
of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board
or the Administrator to grant Awards or authorize any other compensation, with or without reference to the Common Stock, under any other
plan or authority.
10.10 No
Corporate Action Restriction. The existence of this Plan, the Award Agreements and the Awards
granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to
make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the
Company or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership
of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting
the capital stock (or the rights thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or
any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, or (f) any
other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim
under any Award or Award Agreement against any member of the Board or the Administrator, or the Company or any employees, officers or
agents of the Company or any Subsidiary, as a result of any such action.
10.11 Other
Company Benefit and Compensation Programs. Payments and other benefits received by a Participant
under an Award made pursuant to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination
of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except
where the Administrator expressly otherwise provides or authorizes in writing, or except as otherwise specifically set forth in the terms
and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination
with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements of the Company or its Subsidiaries.
10.12 Restrictive
Covenants; Cause Forfeiture; Recoupment Policy.
10.12.1 Restrictive
Covenants. The Company may retain the right in an Award Agreement to cause a forfeiture of
the gain realized by a Participant on account of actions taken by the Participant in violation or breach of or in conflict with any non-competition
agreement, any agreement prohibiting solicitation of employees of the Company or any Affiliate thereof or any confidentiality obligation
or post-employment cooperation agreement with respect to the Company or any Affiliate, to the extent specified in such Award Agreement
applicable to the Participant.
10.12.2 Annulment
upon Termination for Cause. The Administrator may annul an Award if the Participant is an
employee of the Company or an Affiliate thereof and is terminated for Cause.
10.12.3 Awards
Subject to Recoupment. Notwithstanding any other provision of this Plan to the contrary,
any Award granted or amount payable or paid under this Plan shall be subject to the terms of any compensation recoupment policy then applicable,
if any, of the Company, to the extent the policy applies to such Award or amount. By accepting an Award or the payment of any amount under
the Plan, each Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any such
policy and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly
agrees that the Company may take such actions as are permitted under the policy or applicable law without further consent or action being
required by such Participant. To the extent that the terms of this Plan and the policy or applicable law conflict, then the terms of the
policy or applicable law shall prevail.
10.13 Captions.
Captions and headings are given to the sections and subsections of this Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation
of this Plan or any provision thereof.
As adopted by the Board of Directors of TTEC
Holdings, Inc. on February 27, 2020, and as amended by the Board of Directors of TTEC Holdings, Inc. on February 21,
2024.
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No.333-239003) of TTEC Holdings, Inc.
of our report dated February 29, 2024 relating to the financial statements of TTEC Holdings, Inc. and the effectiveness of internal control
over financial reporting, which appears in TTEC Holdings, Inc's Annual Report on Form 10-K for the year ended December 31, 2023.
| /s/ PricewaterhouseCoopers LLP |
|
| |
|
| PricewaterhouseCoopersLLP |
|
Denver, Colorado
June 5, 2024 |
|
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
TTEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
|
Security Class Title |
|
Fee Calculation Rule |
|
Amount Registered(1) |
|
|
Proposed
Maximum Offering
Price Per Share(2) |
|
|
Maximum
Aggregate
Offering Price(2) |
|
|
Fee Rate |
|
Amount of
Registration Fee |
|
| Equity |
|
Common Stock, $0.01 par value per share |
|
Rule 457(c) and Rule 457(h) |
|
|
4,500,000 |
|
|
$ |
6.07 |
|
|
$ |
27,315,000 |
|
|
$147.60 per $1,000,000 |
|
$ |
4,031.69 |
|
| Total Offering Amounts |
|
|
|
|
|
|
|
|
|
$ |
27,315,000 |
|
|
|
|
$ |
4,031.69 |
|
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.00 |
|
| Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,031.69 |
|
| |
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued pursuant to the TTEC Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan, as amended (the “Plan”) as a result of adjustments for stock dividends, stock splits, and similar changes. |
| |
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of the common stock of TTEC Holdings, Inc. as quoted on the NASDAQ Global Select Market on May 29, 2024. |
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