EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is by and between TTEC Digital LLC (the "Company" or “TTEC Digital”), a wholly owned subsidiary of TTEC Holdings, Inc., a Delaware corporation ("TTEC Parent"), and Christopher Brown ("Executive" or "Brown"), each a "Party" and together the "Parties." This Agreement is executed to be effective as of March 17, 2026 ("Effective Date").
Whereas, Mr. Brown joined TTEC on June 15, 2015 (“start date”) as Chief of Staff to the Chairman and CEO (initial role);
Whereas, Mr. Brown’s responsibilities expanded to include the leadership of TTEC Corporate Development function in June 2020 (which together with the initial role will hereafter be referred to as “Current Responsibilities”);
Whereas, effective March 17, 2026 TTEC appointed Mr. Brown as President, TTEC Digital;
Whereas, Mr. Brown currently is an employee at-will and does not have an employment agreement with TTEC Parent or the Company; and whereas his employment arrangement with the Company is documented as an offer letter and a series of other documents; and, whereas it is the desire of TTEC Parent and the Compensation Committee of the TTEC Board of Directors ("Compensation Committee"), on the advice of the independent compensation consultant to the Committee, to restate the prior arrangement via a formal Employment Agreement in order to document the Executive’s compensation arrangements, severance, non- competition, non-solicit, and change in control provisions thereof;
Whereas, the Company desires to employ Mr. Brown and to document formally the terms and conditions of Mr. Brown's employment with the Company.
Now Therefore, the purpose of this Agreement is to document formally the terms and conditions of Mr. Brown's employment with the Company.
| 1. | APPOINTMENT. |
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For purposes of this Section 1(b) of the Agreement, the Company hereby acknowledges that the Executive serves as a member of the board of directors for Percepta LLC, a joint venture between TTEC Parent and Ford Motor Company.
| c. | Conduct. In his role as President TTEC Digital, Mr. Brown shall render services to the Company and 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"), incorporated in this Agreement by reference as Exhibit B, the Ethics Code for Executive and Senior Financial Officers, incorporated into this Agreement by reference as Exhibit C, and in accordance with all other material policies and procedures. |
| f. | Change in Employment Entity. Prior to the Effective Date, Mr. Brown was employed by TTEC Services Corporation, a sibling organization to TTEC Digital, also a wholly owned subsidiary of TTEC Parent. For tax purposes only, during the fiscal year 2026, Mr. Brown will continue to be employed by TTEC Services Corporation, and his services will be seconded to TTEC Digital. Effective January 1, 2027, Mr. Brown’s employment will be transferred to TTEC Digital, and he will start the tax year 2027 as a TTEC Digital employee. |
| 2. | COMPENSATION. |
| a. | Salary and Periodic Salary Review. The Executive's base salary as of the Effective Date shall be |
$500,000 ("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 may be adjusted at the Company's discretion, to appropriately reflect the Executive's role in the business 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.
The Executive shall be eligible for an annual long-term incentive opportunity of up to 100% of Base Salary, vesting over time as determined by the Compensation Committee of the Board from time to time. The LTIP awards shall be granted under the terms of grant-specific agreements that are approved by the Compensation Committee of the Board from time to time ("Incentive
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Agreements"). These Incentive Agreements provide vesting schedules, performance metrics, if any, and other material terms of each grant. TTEC and the Compensation Committee of the Board reserve the right, at their discretion, to change the terms of future Incentive Agreements and the incentives granted thereunder. The Company and TTEC Parent reserve the right, on a going-forward basis, to restructure or modify the long-term incentive compensation programs available to TTEC executives, including the Executive, subject to the approval of the Compensation Committee.
| d. | Incentive Award Size Determination and Payment Timing. The Executive's actual VIP incentives and LTIP awards are discretionary and are not guaranteed. They are based on a combination of metrics reflecting the targets and goals of the business, as set out and annually approved by the Company's Board of Directors. |
At present, these metrics for the Executive include: (i) TTEC overall performance; (ii) TTEC Digital performance; (iii) Mr. Brown's individual performance, all against targets set annually by the Company's Board of Directors and applied specifically to Mr. Brown’s role as directed by TTEC CEO; and (iv) the Executive's compliance with the guidelines for TTEC employees' conduct outlined in TTEC 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 LTIP awards, if any, is determined from time to time (usually annually) by the Compensation Committee of the Board. All TTEC Parent incentive program grants made in equity instruments are subject to Executive Stock Ownership Guidelines incorporated in this Agreement by reference as Exhibit D.
| g. | 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 the Company. The withholdings taxes due with respect to any equity or incentive grants may, at the Company's discretion and in accordance with the relevant plans, be deducted directly from the compensation being granted or as it vests. The Company shall have the right to take all the actions it deems necessary to satisfy the Company and its employee's tax withholding obligations. |
| 3. | BENEFITS. |
| a. | Health and Welfare Benefits. Mr. Brown shall be eligible to participate in TTEC health and wellness plans in a manner similar to others at his level of responsibility, 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 the TTEC 401(k) Plan and Deferred Compensation Plan. |
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| 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. | TERMINATION AND PAYMENTS, BENEFITS ON TERMINATION. |
Except for the provisions of Section 4(i) (Termination for Good Reason), Mr. Brown would not be entitled to severance compensation or continuation of benefits if he terminates his employment with the Company pursuant to this Section 4(a).
In case of termination of employment with the Company and TTEC Parent pursuant to this Section 4(b), Mr. Brown shall be entitled to certain separation benefits as follows:
(18) 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.
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If the separation agreement and legal release referenced above are not signed within thirty (30) days from the date that such agreement is presented to Mr. Brown (which the Company shall present no later than fifteen (15) days after the effective date of Executive's termination), then Mr. Brown waives his right to receive any severance compensation pursuant to this Agreement, even if Mr. Brown were to successfully litigate any claim against the Company and/or TTEC Parent.
| d. | Definition of term "Cause." For purposes of this Agreement, "Cause" shall have the following meaning: |
| (iii) | A material breach by the Executive of this Agreement; |
If the act or acts constituting Cause are susceptible to 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.
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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 Section 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 Section 4(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. | Continuing Obligations. Mr. Brown 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 Incentive 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. |
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(2) made by TTEC Parent (directly or through an affiliated company), or (3) made by TTEC employee benefit plan (or related trust) sponsored or maintained by TTEC Parent or any of its affiliates;
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| i. | Termination for "Good Reason" or "Constructive Dismissal." The Executive may terminate his employment with the Company for Good Reason (as that term is defined in this Section 4(i)) with 30 days' notice to the Company; provided the Company may elect to accept the Executive's resignation sooner at its discretion. Termination by Executive for "Good Reason" (also known as "Constructive Termination" by the Company) may be triggered if, without Executive's express written consent, the following occurs (in connection with or independent of a Change in Control event): |
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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.
| 5. | NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION. |
As a senior member of TTEC Parent’s and TTEC Digital’s executive leadership team, the Executive is privy to TTEC Parent's 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 and various non-compete and non-solicitation undertakings agreed to as part of various equity grants and other incentive grants, the Executive, in consideration of the employment opportunity and compensation provided hereunder, agrees and covenants during the term of his affiliation with TTEC Parent (as an Executive or otherwise in leadership position) and for twelve (12) months after the termination of the employment:
| a. | Non-Compete Undertaking. Executive shall not 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 for a business entity engaged in the same or substantially similar business as TTEC Digital or TTEC Parent, their subsidiaries and affiliates, as their primary business purposes, including entities providing |
(collectively, "TTEC Business").
| b. | Executive Non-Solicitation Undertaking. The Executive agrees not to solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment (including by providing names of potential candidates to others to recruit or attempt to hire), of any then current employees of the Company or TTEC Parent or its subsidiaries and affiliates. |
| c. | Client Non-Solicitation Undertaking. The Executive agrees not to solicit or interfere with business relationships between any affiliated company of TTEC Parent and current and prospective (currently actively pursued) clients of companies affiliated with TTEC Parent, 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 affiliated companies or any of their subsidiaries and affiliates. |
| d. | Restrictive Covenants Territory. The restrictive covenants’ undertakings outlined in Paragraphs 5(a), 5(b), and 5(c) shall be limited by the territory where the Executive performs services for TTEC Digital and TTEC Parent, as contemplated in this Agreement, including the Executive’s role as the head of Corporate Development for TTEC Parent. For the avoidance of |
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| 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 the Company and/or TTEC Parent benefit and are reasonably expected to benefit from the Executive's services. |
| e. | Non-Disclosure Undertaking. During the term of this Agreement and at all times thereafter, the Executive shall hold in strict confidence and shall not, directly or indirectly, disclose to any third party or use for the Executive's own benefit or the benefit of any person or entity other than the Company and TTEC Parent, any TTEC Parent’s or the Company’s Confidential Information. |
For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information of the Company or TTEC Parent and their affiliates, in any form, including but not limited to trade secrets, business plans, financial data, customer and vendor lists, pricing strategies, product development information, personnel records, operational methods, technical data, and software. Confidential Information shall not include information that: (a) becomes generally available to the public through no fault of Executive; (b) was known to Executive prior to disclosure by the Company; (c) is received from a third party not bound by a confidentiality obligation; or (d) is independently developed by Executive without use of Confidential Information.
The Executive acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Company and TTEC Parent, and that the obligations herein are in addition to any protections afforded under the Colorado Uniform Trade Secrets Act, C.R.S.
§ 7-74-101 et seq., or other applicable law.
Nothing in this Agreement shall prohibit the Executive from: (i) making disclosures required by law, regulation, or court order, provided that the Executive gives the Company prompt written notice (to the extent legally permissible) so that the Company may seek a protective order; (ii) communicating with any federal, state, or local governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or the Colorado Civil Rights Division; or (iii) making disclosures protected under applicable whistleblower provisions.
Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a complaint or document filed under seal in a lawsuit or proceeding.
Upon termination of employment or at the Company's request, Executive shall promptly return or destroy all materials containing Confidential Information, including electronic copies on personal devices or cloud accounts, and shall certify such return or destruction in writing upon request.
The obligations under this section shall survive termination of Executive's employment and this Agreement for so long as the Confidential Information retains its confidential nature or, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law.
Executive acknowledges and agrees that any breach or threatened breach of this section would cause irreparable injury to the Company and TTEC Parent for which monetary damages alone would be an inadequate remedy, and that the Company and TTEC Parent shall be entitled to seek injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond, in addition to all other remedies available at law or in equity.
| f. | Timely Notice. The Executive acknowledges that he received timely notice of the restrictive covenants contained in the Paragraphs 5(a), 5(b), 5(c) and 5(d) of this Agreement pursuant to C.R.S. § 8-2-113. |
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| g. | Consequences of Breach. If Executive breaches any of the covenants and undertakings set forth in this Section 5: |
| 6. | 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 other TTEC Parent 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. Brown's employment. |
| b. | Successors and Assigns. TTEC Parent, the Company, their successors, and assignees 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 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. Brown may not and shall not assign his rights or obligations hereunder. |
| c. | IRC Section 409A. |
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(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 Brown's taxable year following the taxable year in which the expenses were incurred.
| d. | Governing Law and Dispute Resolution. |
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| 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 Executive on his own behalf and by TTEC Chairman & CEO or Chief People Officer on behalf of the Company. |
| 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 in writing and 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 Incentive 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. Notwithstanding any other provision in this Agreement or in the relevant Incentive Agreements, if Executive materially breaches the requirements of the TTEC Ethics Code in a manner that results in negative publicity to TTEC Parent, the Company, or any affiliate thereof, then any payments made, or awards granted (and compensation 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. |
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| 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. |
Mr. Brown 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 |
[digital signature] | [digital signature] |
![]() Christopher J. Brown | ![]() Laura L. Butler, |
| Chief People & Culture Officer |
Date: 8/7/2026 | Date: 8/6/2026 |
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List of Exhibits
Exhibit A: Directors and Executive Officers U.S. Securities Law
Handbook Exhibit B: TTEC Ethics Code: How TTEC Does Business
Exhibit C: TTEC Executive and Senior Financial Officers Ethics Code
Exhibit D: Executive Stock Ownership Guidelines
Exhibit E: Sample Separation and Release Agreement
Exhibit F: TTEC Incentive Recoupment Policy
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