10-Q
IBEX Ltd (IBEX)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
_______________________
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended December 31, 2025
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from_____________to______________
Commission File Number: 001-38442
_______________________
IBEX LIMITED
(Exact name of registrant as specified in its charter)
_______________________
| Bermuda | 00-0000000 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1717 Pennsylvania Avenue NW, Suite 825<br><br>Washington, DC | 20006 |
| (Address of principal executive offices) | (Zip Code) |
(202) 580-6200
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
_______________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, par value of $0.000111650536 | IBEX | Nasdaq Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
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.
| Large accelerated filer | o | Accelerated filer | x |
|---|---|---|---|
| Non-accelerated filer | o | Smaller reporting company | x |
| Emerging growth company | x |
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 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The number of common shares outstanding of IBEX LIMITED as of January 30, 2026 was 13,405,520.
Table of Contents
IBEX LIMITED
Quarterly Report on Form 10-Q
For Quarterly Period Ended December 31, 2025
Table of Contents
| Page No. | ||
|---|---|---|
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 | |
| PART I. | FINANCIAL INFORMATION | 2 |
| Item 1. | Financial Statements | 2 |
| Consolidated Balance Sheets (unaudited) | 3 | |
| Consolidated Statements of Comprehensive Income (unaudited) | 4 | |
| Consolidated Statements of Stockholders' Equity (unaudited) | 5 | |
| Consolidated Statements of Cash Flows (unaudited) | 7 | |
| Notes to the Consolidated Financial Statements (unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 37 |
| Item 4. | Controls and Procedures | 38 |
| PART II. | OTHER INFORMATION | 39 |
| Item 1. | Legal Proceedings | 39 |
| Item 1A. | Risk Factors | 39 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 |
| Item 3. | Defaults Upon Senior Securities | 40 |
| Item 4. | Mine Safety Disclosures | 40 |
| Item 5. | Other Information | 40 |
| Item 6. | Exhibits | 41 |
| Signatures | 42 |
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, relating to our operations, expected financial position, and other business matters that are based on our current expectations, assumptions, and projections with respect to the future, and are not a guarantee of performance. Forward-looking statements provide management’s current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements may include words such as "anticipate," "believe," "contemplate," "estimate," "expect," "forecast," "guidance," "may," "outlook," "plan," "projection," "should," "target," "will," "would" and other words, the negative forms of such words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from historical results or any future results, performance or achievements expressed, suggested, or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to statements about:
•Our ability to attract new business and retain key clients;
•Our profitability based on our utilization, pricing and managing costs;
•The potential for our clients or potential clients to consolidate;
•Our clients deciding to enter into or further expand their insourcing activities and current trends toward outsourcing services may reverse;
•General economic uncertainty in global markets and unfavorable global economic conditions, including inflation, rising interest rates, recession, foreign exchange fluctuations and supply-chain issues;
•Our ability to manage our international operations, particularly in the Philippines, Jamaica, Pakistan and Nicaragua;
•Natural events, health epidemics, geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other attacks of violence involving any of the countries in which we or our clients operate;
•Our ability to anticipate, develop and implement information technology solutions, including Artificial Intelligence ("AI"), that keep pace with evolving industry standards and changing client demands;
•Our ability to recruit, engage, motivate, manage and retain our global workforce;
•Our ability to comply with applicable laws and regulations, including those regarding privacy, data protection and information security, employment and anti-corruption;
•The effect of cyberattacks or cybersecurity vulnerabilities on our information technology systems; and
•The impact of tax matters, including new legislation and actions by taxing authorities.
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other filings with the United States Securities and Exchange Commission ("SEC") and public communications. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
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IBEX LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
| December 31,<br>2025 | June 30,<br>2025 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 15,460 | $ | 15,350 |
| Accounts receivable, net | 130,505 | 117,136 | ||
| Prepaid expenses | 9,171 | 9,443 | ||
| Due from related parties | — | 40 | ||
| Tax advances and receivables | 1,451 | 1,522 | ||
| Other current assets | 1,937 | 2,128 | ||
| Total current assets | 158,524 | 145,619 | ||
| Non-current assets | ||||
| Property and equipment, net | 44,217 | 32,563 | ||
| Operating lease assets | 57,157 | 62,276 | ||
| Goodwill | 11,832 | 11,832 | ||
| Deferred tax asset, net | 8,595 | 7,163 | ||
| Other non-current assets | 15,472 | 13,762 | ||
| Total non-current assets | 137,273 | 127,596 | ||
| Total assets | $ | 295,797 | $ | 273,215 |
| Liabilities and stockholders' equity | ||||
| Current liabilities | ||||
| Accounts payable and accrued liabilities | $ | 24,632 | $ | 18,692 |
| Accrued payroll and employee-related liabilities | 37,355 | 38,588 | ||
| Current deferred revenue | 8,521 | 5,498 | ||
| Current operating lease liabilities | 14,411 | 14,332 | ||
| Current debt | 837 | 823 | ||
| Due to related parties | — | 22 | ||
| Income taxes payable | 749 | 1,986 | ||
| Total current liabilities | 86,505 | 79,941 | ||
| Non-current liabilities | ||||
| Non-current deferred revenue | 1,472 | 1,130 | ||
| Non-current operating lease liabilities | 48,499 | 53,804 | ||
| Long-term debt | 594 | 796 | ||
| Other non-current liabilities | 4,212 | 3,235 | ||
| Total non-current liabilities | 54,777 | 58,965 | ||
| Total liabilities | 141,282 | 138,906 | ||
| Stockholders' equity | ||||
| Common stock: par value $0.000111650536, 108,057,967 shares authorized, 13,440,178 and 13,357,990 shares outstanding as of December 31, 2025 and June 30, 2025, respectively | 2 | 1 | ||
| Treasury stock at cost: 5,685,261 and 5,515,403 shares as of December 31, 2025 and June 30, 2025, respectively | (108,893) | (103,338) | ||
| Additional paid-in capital | 223,927 | 218,241 | ||
| Accumulated other comprehensive loss | (10,521) | (6,336) | ||
| Retained earnings | 50,000 | 25,741 | ||
| Total stockholders' equity | 154,515 | 134,309 | ||
| Total liabilities and stockholders' equity | $ | 295,797 | $ | 273,215 |
See accompanying notes to unaudited consolidated financial statements.
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IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(in thousands, except per share data)
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue | $ | 164,221 | $ | 140,682 | $ | 315,400 | $ | 270,399 |
| Cost of services (exclusive of depreciation and amortization presented separately below) | 116,629 | 98,762 | 223,206 | 188,803 | ||||
| Selling, general and administrative | 27,555 | 25,706 | 54,080 | 51,921 | ||||
| Depreciation and amortization | 4,750 | 4,286 | 9,128 | 8,655 | ||||
| Total operating expenses | 148,934 | 128,754 | 286,414 | 249,379 | ||||
| Income from operations | 15,287 | 11,928 | 28,986 | 21,020 | ||||
| Interest income | 59 | 311 | 89 | 894 | ||||
| Interest expense | (248) | (620) | (465) | (782) | ||||
| Income before income taxes | 15,098 | 11,619 | 28,610 | 21,132 | ||||
| Provision for income tax expense | (2,881) | (2,351) | (4,351) | (4,333) | ||||
| Net income | $ | 12,217 | $ | 9,268 | $ | 24,259 | $ | 16,799 |
| Other comprehensive income | ||||||||
| Foreign currency translation adjustments | $ | (369) | $ | (911) | $ | (1,581) | $ | 477 |
| Unrealized (loss) / gain on cash flow hedging instruments, net of tax | (416) | (193) | (2,604) | 186 | ||||
| Total other comprehensive (loss) / income | (785) | (1,104) | (4,185) | 663 | ||||
| Total comprehensive income | $ | 11,432 | $ | 8,164 | $ | 20,074 | $ | 17,462 |
| Net income per share | ||||||||
| Basic | $ | 0.91 | $ | 0.61 | $ | 1.81 | $ | 1.05 |
| Diluted | $ | 0.83 | $ | 0.57 | $ | 1.65 | $ | 1.00 |
| Weighted average common shares outstanding | ||||||||
| Basic | 13,469 | 15,126 | 13,414 | 16,007 | ||||
| Diluted | 14,737 | 16,456 | 14,673 | 16,977 |
See accompanying notes to unaudited consolidated financial statements.
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IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands)
| Three months ended December 31, 2024 and 2025 | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common shares | Treasury<br>Stock | Additional<br>Paid-in<br>Capital | Accumulated <br>Other<br>Comprehensive<br>Loss | Retained Earnings /<br>(Deficit) | Total<br>Stockholders'<br>Equity | |||||||||||||||||||||||
| Shares | Amount | Amount | ||||||||||||||||||||||||||
| Balance, September 30, 2024 | 16,765 | $ | 2 | $ | (30,045) | $ | 210,872 | $ | (6,146) | $ | (3,592) | $ | 171,091 | |||||||||||||||
| Net income | — | — | — | — | — | 9,268 | 9,268 | |||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | (911) | — | (911) | |||||||||||||||||||||
| Changes in fair value of cash flow hedges | — | — | — | — | (193) | — | (193) | |||||||||||||||||||||
| Purchase of treasury shares | (3,607) | (1) | (71,561) | — | — | — | (71,562) | |||||||||||||||||||||
| Issuance of common shares | 24 | — | — | 343 | — | — | 343 | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | 901 | — | — | 901 | |||||||||||||||||||||
| Balance, December 31, 2024 | 13,182 | $ | 1 | $ | (101,606) | $ | 212,116 | $ | (7,250) | $ | 5,676 | $ | 108,937 | Common shares | Treasury<br>Stock | Additional<br>Paid-in<br>Capital | Accumulated <br>Other<br>Comprehensive<br>Loss | Retained Earnings | Total<br>Stockholders'<br>Equity | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Shares | Amount | Amount | ||||||||||||||||||||||||||
| Balance, September 30, 2025 | 13,424 | $ | 2 | $ | (106,018) | $ | 221,594 | $ | (9,736) | $ | 37,783 | $ | 143,625 | |||||||||||||||
| Net income | — | — | — | — | — | 12,217 | 12,217 | |||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | (369) | — | (369) | |||||||||||||||||||||
| Changes in fair value of cash flow hedges | — | — | — | — | (416) | — | (416) | |||||||||||||||||||||
| Purchase of treasury shares | (78) | — | (2,875) | — | — | — | (2,875) | |||||||||||||||||||||
| Issuance of common shares | 97 | — | — | 1,003 | — | — | 1,003 | |||||||||||||||||||||
| Shares withheld related to net share settlement of equity awards | (3) | — | — | (108) | — | — | (108) | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | 1,438 | — | — | 1,438 | |||||||||||||||||||||
| Balance, December 31, 2025 | 13,440 | $ | 2 | $ | (108,893) | $ | 223,927 | $ | (10,521) | $ | 50,000 | $ | 154,515 |
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IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (continued)
(Unaudited)
(in thousands)
| Six months ended December 31, 2024 and 2025 | Common shares | Treasury<br>Stock | Additional<br>Paid-in<br>Capital | Accumulated <br>Other<br>Comprehensive<br>Income / (Loss) | Retained Earnings / (Deficit) | Total<br>Stockholders'<br>Equity | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Amount | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | 17,017 | $ | 2 | $ | (25,367) | $ | 210,200 | $ | (7,913) | $ | (11,123) | $ | 165,799 | |||||||||||||||
| Net income | — | — | — | — | — | 16,799 | 16,799 | |||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | 477 | — | 477 | |||||||||||||||||||||
| Changes in fair value of cash flow hedges | — | — | — | — | 186 | — | 186 | |||||||||||||||||||||
| Purchase of treasury shares | (3,890) | (1) | (76,239) | — | — | — | (76,240) | |||||||||||||||||||||
| Issuance of common shares | 55 | — | — | 725 | — | — | 725 | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | 1,191 | — | — | 1,191 | |||||||||||||||||||||
| Balance, December 31, 2024 | 13,182 | $ | 1 | $ | (101,606) | $ | 212,116 | $ | (7,250) | $ | 5,676 | $ | 108,937 | Common shares | Treasury<br>Stock | Additional<br>Paid-in<br>Capital | Accumulated <br>Other<br>Comprehensive<br>Loss | Retained Earnings | Total<br>Stockholders'<br>Equity | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Shares | Amount | Amount | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | 13,358 | $ | 1 | $ | (103,338) | $ | 218,241 | $ | (6,336) | $ | 25,741 | $ | 134,309 | |||||||||||||||
| Net income | — | — | — | — | — | 24,259 | 24,259 | |||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | (1,581) | — | (1,581) | |||||||||||||||||||||
| Changes in fair value of cash flow hedges | — | — | — | — | (2,604) | — | (2,604) | |||||||||||||||||||||
| Purchase of treasury shares | (170) | — | (5,555) | — | — | — | (5,555) | |||||||||||||||||||||
| Issuance of common shares | 255 | 1 | — | 3,415 | — | — | 3,416 | |||||||||||||||||||||
| Shares withheld related to net share settlement of equity awards | (3) | — | — | (108) | — | — | (108) | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | 2,379 | — | — | 2,379 | |||||||||||||||||||||
| Balance, December 31, 2025 | 13,440 | $ | 2 | $ | (108,893) | $ | 223,927 | $ | (10,521) | $ | 50,000 | $ | 154,515 |
See accompanying notes to unaudited consolidated financial statements.
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IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Six Months Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net income | $ | 24,259 | $ | 16,799 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 9,128 | 8,655 | ||
| Noncash lease expense | 6,925 | 6,409 | ||
| Deferred income tax | (1,432) | (767) | ||
| Stock-based compensation expense | 3,664 | 1,905 | ||
| Allowance for expected credit losses | 225 | 323 | ||
| Change in assets and liabilities: | ||||
| Increase in accounts receivable | (13,576) | (22,505) | ||
| Increase in prepaid expenses and other current assets | (2,206) | (1,013) | ||
| (Decrease) / increase in accounts payable and accrued liabilities | (857) | 3,078 | ||
| Increase in deferred revenue | 3,365 | 2,465 | ||
| Decrease in operating lease liabilities | (7,181) | (6,446) | ||
| Net cash inflow from operating activities | 22,314 | 8,903 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of property and equipment | (19,371) | (7,949) | ||
| Net cash outflow from investing activities | (19,371) | (7,949) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from line of credit | 11,000 | 9,160 | ||
| Repayments of line of credit | (11,000) | (1,660) | ||
| Proceeds from the exercise of options | 3,348 | 724 | ||
| Taxes paid related to net share settlement of equity awards | (41) | — | ||
| Principal payments on finance leases | (549) | (353) | ||
| Purchase of treasury shares | (5,553) | (51,369) | ||
| Net cash outflow from financing activities | (2,795) | (43,498) | ||
| Effects of exchange rate difference on cash and cash equivalents | (38) | 30 | ||
| Net increase / (decrease) in cash and cash equivalents | 110 | (42,514) | ||
| Cash and cash equivalents, beginning | 15,350 | 62,720 | ||
| Cash and cash equivalents, ending | $ | 15,460 | $ | 20,206 |
| Supplemental cash flow disclosures | ||||
| Cash paid for interest | $ | 465 | $ | 782 |
| Cash paid for income taxes | $ | 7,109 | $ | 6,782 |
| Supplemental non-cash disclosures | ||||
| Change in accounts payable related to fixed assets | $ | 1,410 | $ | 2,777 |
| Share repurchases funded by convertible debt | — | $ | 25,000 |
See accompanying notes to unaudited consolidated financial statements.
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IBEX LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(in thousands, except per share amounts)
1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
OVERVIEW
IBEX Limited ("IBEX" and together with its subsidiaries, the "Company," "ibex," "we," "us," or "our") was incorporated on February 28, 2017 in Hamilton, Bermuda. Our registered office in Bermuda is Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. On August 7, 2020, the Company was admitted to trade on the Nasdaq Global Market under the ticker symbol "IBEX."
The Company delivers innovative business process outsourcing ("BPO"), smart digital marketing, online acquisition technology, and end-to-end customer engagement solutions to help its clients acquire, engage, and retain valuable customers. The Company operates a global customer experiences ("CX") delivery center model consisting of 32 delivery centers around the world, while deploying next-generation technology to drive superior customer experiences for many of the world’s leading companies across various verticals, including Retail & E-commerce, HealthTech, FinTech, Utilities, and Travel, Transportation & Logistics. The Company leverages its diverse global team of approximately 39,000 employees together with industry-leading technology, including its Wave iX platform, to manage customer interactions on behalf of our clients, driving a truly differentiated customer experience.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and principles of consolidation
The Company’s interim consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and include the financial results of all wholly-owned subsidiaries. When the Company does not have majority ownership in an entity but exerts significant influence over that entity, the Company accounts for the entity under the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.
The Company consolidates variable interest entities ("VIE"), when it is deemed to be the primary beneficiary. The Company is considered the primary beneficiary if it has both (1) the power to direct the activities that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb significant losses of the VIE or the right to receive significant benefits from the VIE.
These unaudited consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the "Annual Report") as filed with the SEC. There have been no changes to the Company’s significant accounting policies described in the Annual Report that have had a material impact on the Company’s consolidated financial statements and related notes.
In the opinion of the Company, these unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of December 31, 2025, its results of operations, comprehensive income, and stockholders’ equity for the three and six months ended December 31, 2025 and 2024, and cash flows for the six months ended December 31, 2025 and 2024. The consolidated balance sheet as of June 30, 2025 was derived from the audited annual financial statements included in the Annual Report.
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Use of estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant items subject to such estimates and assumptions include useful lives for property and equipment; impairment of long-lived assets, operating lease assets and liabilities, goodwill, and other intangible assets; allowance for credit losses; valuation allowances for deferred tax assets and other receivables; fair value of stock-based compensation, warrants, and derivatives, and legal provisions. The Company bases its estimates on historical experience and other assumptions it believes are reasonable, including the use of outside experts as necessary, and updates these estimates on an ongoing basis and as new events occur, more experience is acquired and/or more information is obtained. Actual results could differ materially from these estimates.
Revenue recognition
The Company recognizes revenues for services for which control has transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised services. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied as it provides services to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the service.
Revenues from contact center services, which consist of customer service, technical support and other value-added outsourced back-office services, are recognized as the services are performed on the basis of the number of billable minutes or hours, contractual rates, and other contractually agreed metrics, if applicable. Certain of our client contracts include bonus and penalty provisions. Revenues related to training that occurs upon commencement of a new client contract or statement of work are deferred and recognized on a straight-line basis over the estimated life of the client program, as it is not considered to have a standalone value to the customer. The related expenses are expensed as incurred. Revenues are recognized over time as performance obligations are satisfied and in the period in which the Company has a right to invoice, net of discounts, incentives, and/or penalties as per contractual terms. Bonuses and penalties accrue for the current billing period and do not depend on future performance. In some cases, we may estimate these bonuses or penalties using the "most likely amount" method based on actual data and historical experience.
Revenues from digital services are recognized at a point in time upon the successful consumer activation or purchase of clients’ services. We utilize third parties in the satisfaction of this performance obligation; however, because we retain control over these third parties and are solely responsible for the risk and reward associated with this performance obligation, we have determined that we are the principal in these transactions and therefore recognize revenue on a gross basis.
All of our contracts include the right to invoice for services on a monthly basis. None of our contracts include significant termination penalties, and generally may be terminated for convenience at any time with a short notice period (generally 30 to 120 days).
The Company generally does not incur significant upfront costs to fulfill or obtain a contract that would qualify for capitalization under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers.
Trade receivables
In accordance with Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates its credit losses using the lifetime expected credit loss model. The allowance for credit losses is calculated quarterly based on the Company’s historical loss percentages, net of recoveries. In addition to the evaluation of historical losses, the Company considers current and future economic conditions and events such as changes in customer credit quality and liquidity. The Company will write-off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
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Concentration of credit risk
The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and derivative instruments. Historically, the losses related to credit risk have been immaterial. The Company regularly monitors its credit risk to mitigate losses. The Company evaluates the creditworthiness of its clients prior to and throughout the life of the client relationship. The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative instruments as all of its counterparties are investment-grade financial institutions.
Property and equipment, net
Property and equipment and assets leased under finance leases are carried at cost at the acquisition date and are depreciated using the straight-line method over their estimated useful lives.
Property and equipment assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment loss is recognized to the extent its carrying value exceeds its estimated fair value.
Leases
The Company determines whether an arrangement contains a lease at inception in accordance with the provisions of ASC 842, Leases. Operating leases are included in operating lease assets and current and non-current operating lease liabilities, and assets leased under finance leases are included in property and equipment, net and current and long-term debt in the consolidated balance sheets.
Operating lease assets represent the Company’s right to use an underlying asset for the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease expense is recognized on a straight-line basis over the lease term in cost of services or selling, general and administrative expense, as applicable. Interest on finance leases is included in interest expense in the consolidated statements of comprehensive income.
Contingencies
The Company is subject to claims and lawsuits filed in the ordinary course of business. Although management does not believe that any such proceedings will have a material adverse effect on its consolidated financial position, results of operations, or cash flows, no assurances to that effect can be given based on the uncertainty of litigation and demands of third parties. The Company records a liability for pending litigation and claims where losses are both probable and can be reasonably estimated. Legal fees are expensed as incurred.
Stock-based compensation plans
The Company accounts for its stock-based awards in accordance with provisions of ASC 718, Compensation - Stock Compensation. The Company calculates the fair value of option awards using the Black-Scholes model. The Company has certain restricted stock units, which are subject to service and market conditions based upon the Company's Total Shareholder Return ("TSR") as compared with the TSR of a defined set of peer companies (the "TSR Awards"). The Company calculates the fair value of the TSR Awards using a Monte Carlo model. For equity-classified awards, total compensation cost is based on the grant date fair value. For liability-classified awards, total compensation cost is based on the fair value of the award on the date the award is granted and is subsequently re-measured at each reporting date until settlement.
The Company recognizes stock-based compensation expense over the requisite vesting period using a graded vesting model. Awards to employees and directors may contain service, performance and/or market vesting conditions. For unvested awards with performance conditions, the Company assesses the probability of attaining the performance conditions at each reporting period. Awards that are deemed probable of attainment are recognized in expense over the requisite service period. The Company accounts for forfeitures as they occur.
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Income taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are also recognized for the estimated future effects of tax loss carryforwards. The effect of changes in tax rates on deferred taxes is recognized in the period in which the enactment dates change. The Company records valuation allowances against its deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized.
Share repurchase programs
The Company’s board of directors (the "Board") may authorize share repurchases of the Company’s common shares. Purchases made pursuant to these authorizations may be carried out through open market transactions, negotiated purchases or otherwise, at times and in such amounts as the Company deems appropriate. Shares repurchased under such authorizations are held in treasury for general corporate purposes, including issuances under various employee stock-based award plans. When Company shares are repurchased, the amount of the consideration paid (including directly attributable costs, net of any tax effects) is recognized as a deduction of additional paid in capital. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are subsequently sold or reissued, the amount received is recognized as an increase in additional paid in capital, and any resulting surplus or deficit on the transaction is reclassified to accumulated deficit.
The Board will review any authorized repurchase program periodically and may authorize adjustment of its terms and size, and suspend or discontinue the program. The Company has funded and expects to fund future repurchases with its existing cash balance. The share repurchase programs do not obligate the Company to acquire any particular amount of common shares. See Note 11. "Stockholders’ Equity" for more information on share repurchases.
Variable Interest Entity
During February 2025 and in connection with our strategic expansion into India, the Company entered into an agreement with Safeguard, LLC and its controlled affiliate (collectively, "Safeguard"), an unrelated provider of Business Process Outsourcing ("BPO") services. The Company has a variable interest in Safeguard due to Safeguard's lack of sufficient equity. The Company’s variable interest includes certain lease guaranty and exposure to certain severance payment obligations for Safeguard employees servicing ibex's account. Management determined that ibex is not the primary beneficiary as ibex does not have the power to direct or control the activities which most significantly affect Safeguard's financial performance (such as engaging new clients, expanding its offerings, and engaging in financing activities, among others). Accordingly, the Company is not required to consolidate the results of Safeguard.
The Company's primary risk of involvement with Safeguard is the loss of certain assets and incurrence of certain obligations that may be due in the event of early termination of the contract. The Company’s maximum exposure to loss on early termination is $3.7 million and $1.6 million at December 31, 2025 and June 30, 2025, respectively, which is included in prepaid expenses and other non-current assets in the consolidated balance sheets. As of December 31, 2025 and June 30, 2025, the Company also had a refundable lease deposit of $0.8 million and $0.4 million, respectively, which is included in other non-current assets, and accrued expenses of $0.9 million and $0.3 million, respectively, for services received, which are included in accounts payable and accrued liabilities, respectively, in the consolidated balance sheets. Amounts related to early termination of the contract cannot be reasonably estimated as of December 31, 2025. The Company believes that the possibility of a loss is remote. For the six months ended December 31, 2025, the Company did not provide any financial support to Safeguard other than its contractual commitments.
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Cloud Computing Software Implementation Costs
The Company incurs costs to implement cloud computing arrangements that are hosted by a third-party vendor. In accordance with ASC 350-40, Goodwill and Other, Internal-Use Software, for cloud computing arrangements that meet the definition of a service contract, the Company capitalizes qualifying implementation costs incurred during the application development stage in prepaid expenses and other non-current assets. Capitalized costs are primarily comprised of third-party consulting fees, direct labor, and related expenses. Capitalization of these costs concludes once the project is substantially complete and the software is ready for the Company's intended use. Once available for its intended use, the capitalized costs will be amortized on a straight-line basis over the term of the associated hosting arrangement including periods covered by an option to extend, and are included in selling, general and administrative expenses in the consolidated statements of comprehensive income. Costs related to data conversion, overhead, general and administrative activities, maintenance, and training are expensed as incurred.
The Company had capitalized cloud computing software costs of $3.8 million and $4.1 million, which are included in prepaid expenses and other non-current assets in the consolidated balance sheets, as of December 31, 2025 and June 30, 2025, respectively.
Emerging Growth Company
The Company qualifies as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Accordingly, the Company has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies pursuant to Section 13(a) of the Exchange Act. The Company has elected to use the extended transition period until we are no longer an emerging growth company (which we expect will occur on June 30, 2026) or until we choose to opt out of the extended transition period affirmatively and irrevocably.
Recently Issued Accounting Pronouncements
In March 2024, the SEC issued climate disclosure rules, which required the disclosure of climate-related information in annual reports and registration statements. Various legal challenges were made to the rules, which were consolidated for review by the U.S. Eighth Circuit Court of Appeals. On March 27, 2025, the SEC voted to end its defense to these legal challenges. On April 24, 2025, and again on September 12, 2025, the U.S. Eighth Circuit Court of Appeals ordered that the litigation would again be held in abeyance until such time as the SEC reconsiders or renews its defense of the climate disclosure rules. Unless or until the SEC reconsiders or resumes defining its climate change rules, the litigation will remain paused. We continue to monitor for any updates and evaluate the impact of the new rules on the disclosures to our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosures about significant expense categories, including but not limited to, employee compensation, depreciation, amortization, and selling expenses. The amendments in ASU No. 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs under Subtopic 350-40 and requires a Company to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU No. 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which improves the guidance in Topic 270 by providing additional guidance on required disclosures for interim reporting periods. The amendments also include a disclosure principle that requires
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entities to disclose events since the end of the last annual reporting period that have a material impact on the Company. The amendments in ASU No. 2025-11 are effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign), and (3) the income tax expense or benefit from continuing operations (separated by federal, state and foreign). This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The amendments in ASU No. 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We expect the adoption of this guidance will modify our annual disclosures, but we do not expect the ASU will have a material impact on our consolidated financial statements.
2.REVENUE FROM CONTRACTS WITH CUSTOMERS
The majority of the Company’s revenues are derived from contracts with customers who are located in the United States of America (the "United States" or "U.S."). However, the Company delivers most of its services from regional customer experience delivery centers that are located in geographies outside of the United States. Our global delivery model is built on regional delivery centers and includes a unique ability to support work-at-home capabilities in any region.
The Company generated its revenue from clients based in the United States and other countries as shown below:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| United States | $ | 158,679 | $ | 135,478 | $ | 304,895 | $ | 260,126 |
| Other countries | 5,542 | 5,204 | 10,505 | 10,273 | ||||
| Total Revenue | $ | 164,221 | $ | 140,682 | $ | 315,400 | $ | 270,399 |
The following table presents the breakdown of the Company’s revenues by geographical location, based on where the services are provided:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Onshore (United States) | $ | 39,454 | $ | 30,943 | $ | 77,056 | $ | 62,042 |
| Offshore (Philippines, Pakistan, India) | 85,815 | 73,837 | 162,862 | 138,273 | ||||
| Nearshore (Jamaica, Nicaragua, Honduras) | 38,952 | 35,902 | 75,482 | 70,084 | ||||
| Total Revenue | $ | 164,221 | $ | 140,682 | $ | 315,400 | $ | 270,399 |
The following table presents the breakdown of the Company’s revenue by pattern of revenue recognition:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Services transferred over time | $ | 147,090 | $ | 132,377 | $ | 280,147 | $ | 253,315 |
| Services transferred at a point in time | 17,131 | 8,305 | 35,253 | 17,084 | ||||
| Total Revenue | $ | 164,221 | $ | 140,682 | $ | 315,400 | $ | 270,399 |
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The movement in deferred revenue was as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Beginning balance | $ | 7,242 | $ | 5,956 | $ | 6,628 | $ | 5,877 |
| Revenue recognized | (2,344) | (1,712) | (4,492) | (3,873) | ||||
| Revenue deferred | 5,095 | 4,098 | 7,857 | 6,338 | ||||
| Ending balance | $ | 9,993 | $ | 8,342 | $ | 9,993 | $ | 8,342 |
3.ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENT
Accounts receivable, net in the accompanying consolidated balance sheets consists of the following:
| December 31, | June 30, | |||
|---|---|---|---|---|
| ($000s) | 2025 | 2025 | ||
| Accounts receivable | $ | 130,879 | $ | 117,368 |
| Less: Allowance for credit losses | (374) | (232) | ||
| Accounts receivable, net | $ | 130,505 | $ | 117,136 |
The Company will write-off accounts receivable against the allowance when it determines a balance is uncollectible.
Activity in the Company's allowance for credit losses consists of the following:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Beginning balance | $ | 284 | $ | 155 | $ | 232 | $ | 72 |
| Provision for credit losses | 173 | 261 | 259 | 344 | ||||
| Reversal of provision for credit losses | — | (21) | (34) | (21) | ||||
| Uncollectible receivables written off | (86) | (47) | (86) | (47) | ||||
| Effect of foreign exchange | 3 | — | 3 | — | ||||
| Ending balance | $ | 374 | $ | 348 | $ | 374 | $ | 348 |
Significant Client
During the six months ended December 31, 2025 and 2024, the Company had one client that contributed approximately 10% and 11% of total revenue, respectively.
To limit the Company's credit risk with its clients, management regularly monitors the aging of customer receivables, maintains allowances for credit losses and may require prepayment for services from certain clients. Based on currently available information, management does not believe significant credit risk exists as of December 31, 2025.
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4.LEASES
The Company has operating lease obligations primarily for its delivery centers and finance lease obligations primarily for vehicles and other equipment. Leases typically have initial terms of two to 15 years, and may include renewal options if the Company is reasonably certain to exercise such options.
The components of lease cost are as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Operating lease cost: | ||||||||
| Operating lease cost | $ | 5,024 | $ | 4,572 | $ | 10,035 | $ | 9,442 |
| Variable lease cost | 812 | 746 | 1,632 | 1,479 | ||||
| Short-term lease cost | 97 | 210 | 163 | 359 | ||||
| Total operating lease cost | $ | 5,933 | $ | 5,528 | $ | 11,830 | $ | 11,280 |
| Finance lease cost: | ||||||||
| Amortization of right of use assets | $ | 276 | $ | 232 | $ | 558 | $ | 453 |
| Interest on lease liabilities | 66 | 79 | 142 | 160 | ||||
| Total finance lease cost | $ | 342 | $ | 311 | $ | 700 | $ | 613 |
The following table presents supplemental balance sheet information related to leases:
| December 31, | June 30, | |||
|---|---|---|---|---|
| ($000s) | 2025 | 2025 | ||
| Operating lease assets | $ | 57,157 | $ | 62,276 |
| Operating lease liabilities, current | 14,411 | 14,332 | ||
| Operating lease liabilities, non-current | 48,499 | 53,804 | ||
| Total operating lease liabilities | $ | 62,910 | $ | 68,136 |
| Finance lease assets, net | $ | 1,576 | $ | 1,776 |
| Finance lease liabilities, current | $ | 837 | $ | 823 |
| Finance lease liabilities, non-current | 594 | 796 | ||
| Total finance lease liabilities | $ | 1,431 | $ | 1,619 |
The following table presents supplemental cash flow information related to leases:
| Six Months Ended December 31, | ||||
|---|---|---|---|---|
| ($000s) | 2025 | 2024 | ||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 7,181 | $ | 6,446 |
| Operating cash flows paid for interest portion of finance leases | $ | 142 | $ | 160 |
| Financing cash flows paid for principal portion of finance leases | $ | 549 | $ | 353 |
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The following table presents supplemental noncash information related to leases:
| Six Months Ended December 31, | ||||
|---|---|---|---|---|
| ($000s) | 2025 | 2024 | ||
| Right-of-use assets obtained in exchange for lease obligations | ||||
| Operating leases | $ | 2,879 | $ | 3,351 |
| Finance leases | $ | 277 | $ | 237 |
| Reduction due to reassessment of lease renewal options | ||||
| Right-of-use assets | $ | — | $ | (2,426) |
| Operating lease liabilities | $ | — | $ | (2,426) |
| December 31, | June 30, | |||
| --- | --- | --- | ||
| 2025 | 2025 | |||
| Weighted average remaining lease term (in years) | ||||
| Operating leases | 4.2 | 4.5 | ||
| Finance leases | 1.8 | 2.0 | ||
| Weighted average discount rate | ||||
| Operating leases | 10.7% | 10.4% | ||
| Finance leases | 18.0% | 19.3% |
The following table presents the maturities of our lease liabilities as of December 31, 2025:
| ($000s) | Operating <br>Leases | Finance <br>Leases | ||
|---|---|---|---|---|
| 2026-remainder of year | $ | 9,908 | $ | 528 |
| 2027 | 19,590 | 779 | ||
| 2028 | 18,652 | 324 | ||
| 2029 | 16,489 | 15 | ||
| 2030 | 7,703 | — | ||
| Thereafter | 7,804 | — | ||
| Total undiscounted lease payments | 80,146 | 1,646 | ||
| Less: liability accretion | (17,236) | (215) | ||
| Total lease liabilities | $ | 62,910 | $ | 1,431 |
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5. DEBT
Debt consists of the following:
| December 31, | June 30, | |||
|---|---|---|---|---|
| ($000s) | 2025 | 2025 | ||
| Debt | ||||
| Finance leases | 1,431 | 1,619 | ||
| Total Debt | $ | 1,431 | $ | 1,619 |
| Less: Current debt | (837) | (823) | ||
| Total Long-term debt | $ | 594 | $ | 796 |
As of December 31, 2025, the Company had $67.3 million of borrowing available under our $75.0 million revolving credit facilities with HSBC Bank USA, National Association and HSBC Bank Middle East Limited (collectively, the "HSBC Credit Facilities") based on eligible collateral.
The HSBC Credit Facilities contain certain financial and non-financial covenants, including, among other things, covenants in respect of a total net leverage ratio, fixed charge coverage ratio, and restrictions on incurring additional debt and liens, making certain restricted payments and investments, engaging in certain transactions with affiliates, and disposal of assets. The Company was in compliance with all debt covenants as of December 31, 2025.
The Company had deferred debt issuance costs of $0.7 million and $0.9 million, as of December 31, 2025 and June 30, 2025, respectively, which are included in other current assets and other non-current assets in the consolidated balance sheets.
6. DERIVATIVES
Foreign exchange contracts
From time to time, the Company enters into foreign currency exchange contracts, consisting of offsetting foreign exchange option contracts ("collars"), to mitigate foreign exchange fluctuations on the Philippine Peso ("PHP") within a certain range and on a certain percentage of its PHP operating costs. The collars are designated as cash flow hedges upon inception, in accordance with ASC 815, in order to match the financial results of the hedges with the forecasted transactions. These contracts cover periods commensurate with the expected exposure, generally one to 18 months. The Company has not experienced any counterparty defaults.
The following tables show the notional amount of our foreign exchange cash flow hedging instruments as of December 31, 2025 and June 30, 2025:
| Hedged<br>currency | Local Currency Notional<br>amount<br>(000s) | U.S. Dollar Notionalamount(000s) | Contracts Maturing Through | |
|---|---|---|---|---|
| As of December 31, 2025 | PHP | 5,400,000 | June 2027 | |
| As of June 30, 2025 | PHP | 5,080,000 | September 2026 |
All values are in US Dollars.
Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in accumulated other comprehensive income (loss) ("AOCI"). Amounts previously recognized in AOCI are reclassified to cost of services in the periods in which the hedged expenses occur.
Refer to Note 9. "Fair Value" for further details on the fair value of our foreign exchange cash flow hedging instruments as of December 31, 2025 and June 30, 2025.
Refer to Note 11. "Stockholders' Equity" for further details on the change in fair value of our cash flow hedges and the net gain or loss reclassified to earnings from effective hedges during the three and six months ended December 31, 2025 and 2024.
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7.WARRANT
On November 13, 2017, and as subsequently amended, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc. ("Amazon"), a 10-year warrant to acquire approximately 1,674,017 common shares (the "Warrant Shares").
A total of 1,171,812 Warrant Shares vested on the satisfaction of specified milestones tied to Amazon’s purchase of services from the Company during the vesting period, which ended on June 30, 2024. To date, all vested warrants remain unexercised.
8.STOCK-BASED COMPENSATION
The following tables summarize the components of stock-based compensation expense recognized in the Company’s consolidated statements of comprehensive income, both by line item and by plan:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Cost of services | $ | (50) | $ | 129 | $ | 312 | $ | 264 |
| Selling, general and administrative | 1,164 | 1,106 | 3,352 | 1,641 | ||||
| Total stock-based compensation expense | $ | 1,114 | $ | 1,235 | $ | 3,664 | $ | 1,905 |
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Phantom Stock Plans | $ | (324) | $ | 334 | $ | 1,285 | $ | 714 |
| 2020 Long Term Incentive Plan | 1,438 | 901 | 2,379 | 1,191 | ||||
| Total stock-based compensation expense | $ | 1,114 | $ | 1,235 | $ | 3,664 | $ | 1,905 |
During the three months ended December 31, 2025, the Company granted 15,000 TSR Awards under the 2020 Long Term Incentive Plan. The TSR Awards are measured equally over three separate performance periods ending on June 30, 2026, June 30, 2027, and June 30, 2028. The weighted average grant-date fair value of awards was $55.96 per award.
As of December 31, 2025, there was $5.9 million of total unrecognized compensation expense related to non-vested stock-based awards, which is expected to be recognized over a weighted-average period of 2.53 years.
9.FAIR VALUE
The fair value hierarchy prioritizes the input to valuation techniques used to measure fair value. The hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:
Level 1: Quoted prices for identical instruments traded in active markets.
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3: Unobservable inputs that cannot be supported by market activity and that are significant to the fair value of the asset, liability, or equity such as the use of certain pricing models, discounted cash flow models and similar techniques that use significant unobservable inputs.
The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, accrued payroll and employee-related liabilities, approximate fair value because of their short-term
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nature. The Company measures its debt at carrying value including accrued interest, which approximates fair value because of its short-term nature.
Derivatives designated as cash flow hedges
The values of our derivative instruments are derived from pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and as such the derivatives are classified as Level 2 in the fair value hierarchy.
Phantom stock awards
The Company uses the Black-Scholes option pricing model to value our phantom stock awards. All inputs to the model are derived from active market information for identical or similar instruments, including stock price, volatility, and interest rates. The inputs to the valuation pricing models are observable in the market, and as such the phantom stock awards are classified as Level 2 in the fair value hierarchy.
The following is a summary of the Company’s fair value measurements on a recurring basis as of December 31, 2025 and June 30, 2025:
| As of December 31, 2025 | Fair Value Measurements Using | |||||
|---|---|---|---|---|---|---|
| ($000s) | Quoted Prices in<br>Active Markets<br>for Identical<br>Assets<br>(Level 1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) | Significant<br>Unobservable<br>Inputs<br>(Level 3) | |||
| Liabilities | ||||||
| Cash flow hedge - foreign currency collars, net | $ | — | $ | 1,879 | $ | — |
| Phantom stock options | — | 2,994 | — | |||
| Total liabilities | $ | — | $ | 4,873 | $ | — |
| As of June 30, 2025 | Fair Value Measurements Using | |||||
| --- | --- | --- | --- | --- | --- | --- |
| ($000s) | Quoted Prices in<br>Active Markets<br>for Identical<br>Assets<br>(Level 1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) | Significant<br>Unobservable<br>Inputs<br>(Level 3) | |||
| Assets | ||||||
| Cash flow hedge - foreign currency collars, net | $ | — | $ | 724 | $ | — |
| Total assets | $ | — | $ | 724 | $ | — |
| Liabilities | ||||||
| Phantom stock options | $ | — | $ | 2,341 | $ | — |
| Total liabilities | $ | — | $ | 2,341 | $ | — |
These balances are included in accounts payable and accrued liabilities and other non-current liabilities in the consolidated balance sheets as of December 31, 2025, and in other current assets, accounts payable and accrued liabilities, and other non-current liabilities as of June 30, 2025.
There were no transfers between the different hierarchy levels during the three and six months ended December 31, 2025 and 2024.
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10.INCOME TAXES
In determining its interim provision for income taxes, the Company used an estimated annual effective tax rate, which is based on expected income before taxes, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the period in which they occur and can be a source of variability in the effective tax rate from quarter to quarter.
The Company’s income tax provision includes the results of the Company’s U.S. operations and its various foreign operations including subsidiaries based in Canada, Jamaica, Nicaragua, Pakistan, Honduras, the Philippines, United Arab Emirates, and Saudi Arabia. Historically, the Company’s Bermuda-based companies have not been subject to income tax as there is no corporate income tax in Bermuda. On December 27, 2023, the Bermuda Corporate Income Tax Act 2023 ("CIT") was passed which provides for a 15% corporate tax rate beginning on or after January 1, 2025 for companies with revenue in excess of 750 million Euros. The Company's consolidated revenues do not meet this 750 million Euro threshold, and accordingly, we are not currently subject to the Bermuda CIT.
The Company recorded a provision for income taxes of $2.9 million and $4.4 million during the three and six months ended December 31, 2025, respectively. The effective tax rate was 19.1% and 15.2% for the three and six months ended December 31, 2025, respectively. The Company recorded a provision for income taxes of $2.4 million and $4.3 million in the three and six months ended December 31, 2024, respectively. The effective tax rate was 20.2% and 20.5% for the three and six months ended December 31, 2024, respectively. The changes in effective tax rates between these periods was primarily attributable to changes in revenue mix across our taxable jurisdictions and discrete items, including discrete tax benefits from stock-based compensation recorded during the six months ended December 31, 2025.
The difference between the effective tax rate applicable to the Company and the 21% U.S. federal statutory rate in the three and six months ended December 31, 2025 was primarily due to "Tax Holidays" in certain countries in which we operate and the distribution of taxable income in countries with differing tax rates. We have been granted Tax Holidays as an incentive to attract foreign investment by the governments of Nicaragua, Pakistan, Honduras, Jamaica, and certain qualifying locations in the Philippines. Generally, a Tax Holiday is an agreement between us and a foreign government under which we receive certain tax benefits in that country.
The aggregate reduction in income tax expense due to the above Tax Holidays was $1.4 million and $2.4 million for the three and six months ended December 31, 2025, respectively. The aggregate reduction in income tax expense per diluted share was $0.09 and $0.17 for the three and six months ended December 31, 2025, respectively. The aggregate reduction in income tax expense due to the above Tax Holidays was $0.9 million and $2.3 million for the three and six months ended December 31, 2024, respectively. The aggregate reduction in income tax expense per diluted share was $0.05 and $0.14 for the three and six months ended December 31, 2024, respectively.
The One Big Beautiful Bill Act (Public Law no. 119-21, the "Act") was signed on July 4, 2025, which marks the date of enactment for the tax provisions included in the Act. After evaluating the Act, management has concluded that the Company is not materially impacted based on current guidance. The Company will continue to monitor any future guidance or interpretations that could affect this assessment.
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11.STOCKHOLDERS’ EQUITY
AOCI
The following tables present changes by component:
| Three months ended December 31, 2024 and 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | Foreign <br>Currency <br>Translation <br>Adjustment | Derivative <br>Valuation | Defined <br>Benefit Plan | Total | ||||
| Balance, September 30, 2024 | $ | (6,495) | $ | 144 | $ | 205 | $ | (6,146) |
| Foreign currency translation | (911) | — | — | (911) | ||||
| Unrealized losses on cash flow hedges | — | (370) | — | (370) | ||||
| Reclassifications to earnings | — | 177 | — | 177 | ||||
| Balance, December 31, 2024 | $ | (7,406) | $ | (49) | $ | 205 | $ | (7,250) |
| ($000s) | Foreign <br>Currency <br>Translation <br>Adjustment | Derivative <br>Valuation | Defined <br>Benefit Plan | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, September 30, 2025 | $ | (7,981) | $ | (1,648) | $ | (107) | $ | (9,736) |
| Foreign currency translation | (369) | — | — | (369) | ||||
| Unrealized losses on cash flow hedges | — | (842) | — | (842) | ||||
| Reclassifications to earnings | — | 426 | — | 426 | ||||
| Balance, December 31, 2025 | $ | (8,350) | $ | (2,064) | $ | (107) | $ | (10,521) |
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| Six months ended December 31, 2024 and 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($000s) | Foreign <br>Currency <br>Translation <br>Adjustment | Derivative <br>Valuation | Defined <br>Benefit Plan | Total | ||||||||||||||
| Balance, June 30, 2024 | $ | (7,883) | $ | (235) | $ | 205 | $ | (7,913) | ||||||||||
| Foreign currency translation | 477 | — | — | 477 | ||||||||||||||
| Unrealized losses on cash flow hedges | — | (72) | — | (72) | ||||||||||||||
| Reclassifications to earnings | — | 258 | — | 258 | ||||||||||||||
| Balance, December 31, 2024 | $ | (7,406) | $ | (49) | $ | 205 | $ | (7,250) | ($000s) | Foreign <br>Currency <br>Translation <br>Adjustment | Derivative <br>Valuation | Defined <br>Benefit Plan | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Balance, June 30, 2025 | $ | (6,769) | $ | 540 | $ | (107) | $ | (6,336) | ||||||||||
| Foreign currency translation | (1,581) | — | — | (1,581) | ||||||||||||||
| Unrealized losses on cash flow hedges | — | (3,037) | — | (3,037) | ||||||||||||||
| Reclassifications to earnings | — | 433 | — | 433 | ||||||||||||||
| Balance, December 31, 2025 | $ | (8,350) | $ | (2,064) | $ | (107) | $ | (10,521) |
Share repurchase programs
The Board may authorize share repurchases of the Company’s common shares and the Company had multiple share repurchase plans during the three and six months ended December 31, 2025 and 2024. On May 1, 2025, the Board authorized $15 million in share repurchases which commenced on May 12, 2025 for twelve months (the "2025 Share Repurchase Program"). As of December 31, 2025, the amount available for repurchase under the 2025 Share Repurchase Program was $7.8 million.
During the three and six months ended December 31, 2025, the Company repurchased 78,200 and 169,858 shares, respectively, of its common shares totaling $2.9 million, and $5.6 million respectively. During the three and six months ended December 31, 2024, the Company repurchased 45,101 and 327,230 shares, respectively, of its common shares totaling $0.9 million, and $5.6 million respectively. All repurchases under these programs were funded with our existing cash balance.
During the three and six months ended December 31, 2024, the Company also entered into a purchase agreement with The Resource Group International Limited ("TRGI"), pursuant to which the Company purchased from TRGI 3,562,341 issued and outstanding common shares of the Company for an aggregate price of $70 million, of which $45 million was paid in cash and $25 million was paid in the form of a convertible promissory note.
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12.WEIGHTED AVERAGE SHARE COUNTS
The following table sets forth the components of the computation from basic to diluted earnings per share for net income for the three and six months ended December 31, 2025 and 2024:
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| (000s) | 2025 | 2024 | 2025 | 2024 |
| Shares used in basic earnings per share calculation | 13,469 | 15,126 | 13,414 | 16,007 |
| Effect of dilutive securities: | ||||
| Employee stock-based compensation | 394 | 139 | 410 | 110 |
| Warrant | 874 | 610 | 849 | 570 |
| Convertible debt | — | 581 | — | 290 |
| Total effects of dilutive securities | 1,268 | 1,330 | 1,259 | 970 |
| Shares used in diluted earnings per share calculation | 14,737 | 16,456 | 14,673 | 16,977 |
| Shares considered anti-dilutive using the treasury method | 60 | 260 | 70 | 330 |
Net income was adjusted as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Net income | $ | 12,217 | $ | 9,268 | $ | 24,259 | $ | 16,799 |
| Convertible debt - interest expense, net of tax | — | 145 | — | 145 | ||||
| Numerator for diluted EPS | $ | 12,217 | $ | 9,413 | $ | 24,259 | $ | 16,944 |
13.INVESTMENT IN JOINT VENTURE
The Company has an investment in Lake Ball, LLC to procure and sell commercial leads for its customers. The Company’s ownership interest is 47.5% and is accounted for under the equity method. The Company’s investment of $0.4 million at December 31, 2025 and June 30, 2025, respectively, is included in other non-current assets in the consolidated balance sheets, while net earnings from the joint venture is included in selling, general and administrative expense in the consolidated statements of comprehensive income.
The table below presents our investment in the joint venture:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Beginning balance | $ | 451 | $ | 415 | $ | 438 | $ | 415 |
| Dividends received | (363) | (284) | (708) | (381) | ||||
| Share of profit | 359 | 286 | 717 | 383 | ||||
| Ending balance | $ | 447 | $ | 417 | $ | 447 | $ | 417 |
14.SEGMENT INFORMATION
An operating segment is defined as a component of a company for which separate financial information is available and which is regularly evaluated by the chief operating decision maker ("CODM") for the purpose of
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making decisions regarding resource allocation and performance assessment. The Company’s CODM is the chief executive officer ("CEO").
The Company has a single operating and reportable segment as the Company’s CODM is regularly provided with only consolidated financial results, to make decisions and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total assets. The significant segment expenses for the Company are those on the consolidated statements of comprehensive income. The Company’s measure of segment profitability is consolidated net income. Consolidated net income is used to monitor performance against the annual budget and current forecasts, as well as make decisions on opening new sites or countries, acquiring businesses or making other strategic investments, repurchasing stock, or additional investments in or reductions of SGA.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this "Form 10-Q"), the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the "Annual Report"), as filed with the Securities and Exchange Commission (the "SEC"), and the information included under "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report. In addition to historical data, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in our forward-looking statements as a result of various factors, including but not limited to those discussed under "Cautionary Note Regarding Forward-Looking Statements" in this Form 10-Q, under Part II, Item 1A. "Risk Factors" in this Form 10-Q, and under Part I, Item 1A, "Risk Factors" in the Annual Report.
This Form 10-Q includes certain historical consolidated financial and other data for IBEX Limited ("ibex," "we," "us," "our" or the "Company"). The following discussion provides a narrative of our financial condition and results of operations for the three and six months ended December 31, 2025 compared to the three and six months ended December 31, 2024.
Overview
ibex delivers innovative business process outsourcing ("BPO"), smart digital marketing, online acquisition technology, and end-to-end customer engagement solutions to help companies acquire, engage, and retain valuable customers. ibex operates a global customer experiences ("CX") delivery center model consisting of 32 delivery centers around the world, while deploying next-generation technology to drive superior customer experiences for many of the world’s leading companies across various verticals, including Retail & E-commerce, HealthTech, FinTech, Utilities, and Travel, Transportation & Logistics. ibex leverages its diverse global team of approximately 39,000 employees together with industry-leading technology, including its Wave iX platform, to manage customer interactions on behalf of our clients, driving a truly differentiated customer experience.
Business Highlights
During the three and six months ended December 31, 2025, the Company delivered strong financial results, and experienced growth with leading clients in our Retail & E-commerce, HealthTech, Travel, Transportation & Logistics, and Other verticals, partially offset by decreases in our Telecommunications vertical. The business performed well in several important areas this quarter, including total revenues, profitability, cash from operating activities, client and vertical diversification, and continued expansion including seven new client wins in strategic verticals during the first half of fiscal 2026.
Recent Financial Highlights
The Company delivered revenues of $164.2 million during the three months ended December 31, 2025, a 16.7% increase compared to the prior year quarter due to growth across our key verticals and digital acquisition business. Net income during the three months ended December 31, 2025 was $12.2 million, a 31.8% increase from $9.3 million during the same quarter in the prior year. Fully diluted earnings per share for the three months ended December 31, 2025 of $0.83, increased from $0.57 during the prior year quarter.
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The Company delivered revenues of $315.4 million during the six months ended December 31, 2025, a 16.6% increase compared to the same period in the prior year due to growth from existing and new clients launched throughout fiscal 2025 and first half of fiscal 2026. Net income during the six months ended December 31, 2025 was $24.3 million, a 44.4% increase from $16.8 million during the same period in the prior year. Fully diluted earnings per share for the six months ended December 31, 2025 of $1.65, increased from $1.00 during the prior year period.
The increases in net income for both the three and six months ended December 31, 2025 were driven by revenue growth in our higher margin offshore regions resulting in improved operating margin performance. The increase in fully diluted earnings per share was driven by higher net income during the current year and fewer diluted shares outstanding compared to the same prior year periods.
Trends and Factors Affecting our Performance
There are a number of key trends and factors that have affected and may affect our results of operations.
Macroeconomic Trends
Macroeconomic factors, including but not limited to, inflation and interest rates, global economic and geopolitical uncertainty, changes in foreign currency exchange rates, and the impact of these factors on our clients and their customers, could impact our financial results. Some of our customers have increased their focus on cost reduction, resulting in decisions to shift work from onshore sites to offshore sites, which may impact our revenues and operations in the near term. However, we also believe that they present opportunities with both new and existing clients, as companies maintain a focus on cost reduction and look for new solutions and delivery options.
Artificial Intelligence ("AI")
With the increasing applicability of AI in enhancing business processes, the BPO industry is increasingly evaluating and starting to integrate AI into its range of solutions to improve the customer experience and efficiencies. We are moving aggressively to leverage generative AI in our business. Our Wave iX technology has a three-pronged AI strategy, which continues to keep ibex at the forefront of digital transformation. Our solutions are focused on increasing agent productivity, providing deeper customer insights to elevate the customer experience and putting AI in front of the customer journey with voice and chat bots. We believe we are well positioned to leverage our leadership position in adopting new technology in the CX sector and to create significant value for our clients through the application of AI. We believe that our approach to bringing a combination of our AI-enabled solutions plus a robust set of third-party AI-enabled solutions to our clients positions us to not only be a fast-mover in the market, but also to capture an outsized share of AI-impacted future revenue, and to help minimize risk to our overall revenue and provide opportunities for future profitability enhancement. While the initial implementation of some AI-enabled solutions may impact revenue directly derived from traditional agent-driven activities, it is our belief that by remaining on the forefront and bringing these solutions to our clients, we will be able to capture a greater share of AI-enabled revenue work and maintain and grow our overall business and results in the near- and long-term.
Client’s Underlying Business Performance
Demand for customer interaction services reflects a client’s underlying business performance and priorities. Growth in a client’s business often results in increased demand for our customer engagement solutions. Conversely, a decline in a client’s business generally results in a decrease in demand for our customer engagement solutions, shifting volume to lower cost geographies, and potential increases in demand for our customer acquisition and expansion solutions. The correlation between a client's business performance and demand for outsourced customer interaction solutions can therefore be complex, and depends upon several factors, such as industry consolidation, client investments in growth, and overall macroeconomic environment, all of which can result in short term revenue volatility for outsourcing providers.
Capacity Utilization
As a significant portion of our customer interaction services are performed by customer-facing agents located in delivery centers, our margins are impacted by the level of capacity utilization in those facilities. We incur
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substantial fixed costs in operating such facilities. The greater the volume of interactions handled, the higher the utilization level of workstations within those facilities and the revenues generated to cover those fixed costs, thus the greater the percentage operating margin.
As demand for delivery locations has grown and continued to shift towards lower cost geographies during the six months ended December 31, 2025, we are in the process of building additional capacity in our offshore regions. We also continue to realize cost savings as we geographically optimize our delivery centers in higher cost regions.
Additionally, we have continued to shift towards work at home seats, which has allowed us to rationalize a number of delivery locations in higher cost regions, especially in the United States.
Labor Costs
When compensation levels of our employees increase, we may not be able to pass on such increased costs to our clients or do so on a timely basis, which tends to depress our operating profit margins if we cannot generate sufficient offsetting productivity gains. We continued to see increasing wage pressure in all of our geographies, in part brought on by the current global inflation and labor shortage, which is increasing competition for contact center agents from other sectors of the economy during the six months ended December 31, 2025. We were able to offset some of these wage increases with higher agent quality and increased productivity, higher agent retention, and increased client prices under contractual cost of living adjustments ("COLA"). Furthermore, our overall labor cost as a percentage of revenue is impacted by the aforementioned shift in delivery location from onshore delivery centers to offshore centers.
Delivery Location
We generate greater profit margins from our work carried out by agents located in offshore and nearshore regions compared to our work carried out from onshore locations in the United States. As a result, our operating margins are influenced by the proportion of our work delivered from these higher margin locations. Over time we have expanded and further diversified our delivery network by adding facilities in these locations, offering a significant relative cost advantage. Our percentage of workstations in nearshore and offshore geographies is approximately 97% as of December 31, 2025 versus 95% as of December 31, 2024. We regularly evaluate whether to procure additional space or enter into new markets as we continue to add employees and expand geographically to meet the demands of our business.
Provider Performance
Generally, our clients will re-allocate spend and market share in favor of outsourcing providers who consistently perform better and add more value than their competitors. Such re-allocation of spend can either take place on a short-term basis as higher performing providers are shielded by the client against demand volatility, or on a longer-term basis as the client shifts more and more of its overall outsourcing spend and volume to higher performing providers. Our revenues have generally increased as a result of performance-based market share gains with our existing clients, as well as due to our new client wins.
New Client Wins
We have a strong track record of winning key new client accounts and as a result of our land and expand strategy, we have been successful in subsequently increasing our revenues with these clients period over period. Historically, our in-year new client wins have generated approximately 2.0x to 3.0x revenue in the second and third years of the engagement.
Client Concentration
During the six months ended December 31, 2025, our largest client accounted for 10%, while our three largest clients accounted for 26% of our consolidated revenues. We believe our client diversification is a strength and mitigates risk.
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Pricing
Our revenues are dependent upon both volumes and unit pricing for our services. Client pricing is often expressed in terms of a base price per minute or hour as well as, in limited cases, with bonuses and occasionally penalties depending upon our achievement of certain client objectives. During the fiscal year ended June 30, 2025 and the six months ended December 31, 2025, the tightening in the global labor market and corresponding wage inflation, as well as increasing facilities expenses have resulted in us pursuing and successfully negotiating price increases or COLA with many of our clients.
The current economic environment is also encouraging our clients to consider locating more of their support offshore. Within our customer engagement solutions, pricing for services delivered from onshore locations is higher than pricing for services delivered from offshore locations, largely driven by higher wage levels in onshore locations. Accordingly, a shift in service delivery location from onshore to offshore locations results in a lower price for our clients and a decline in our absolute revenues; however, our margins tend to increase, in percentage and often in absolute terms, as compared to onshore service delivery.
Seasonality
Our business performance is subject to seasonal fluctuations. These seasonal effects cause differences in revenues and expenses among the various quarters of any financial year, which means that the individual quarters should not be directly compared with each other or be used to predict annual financial results.
Results of Operations
The following summarizes the results of our operations for the three and six months ended December 31, 2025 and 2024:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Revenue | $ | 164,221 | $ | 140,682 | $ | 315,400 | $ | 270,399 |
| Cost of services | 116,629 | 98,762 | 223,206 | 188,803 | ||||
| Selling, general and administrative | 27,555 | 25,706 | 54,080 | 51,921 | ||||
| Depreciation and amortization | 4,750 | 4,286 | 9,128 | 8,655 | ||||
| Income from operations | $ | 15,287 | $ | 11,928 | $ | 28,986 | $ | 21,020 |
| Interest income | 59 | 311 | 89 | 894 | ||||
| Interest expense | (248) | (620) | (465) | (782) | ||||
| Income before income taxes | $ | 15,098 | $ | 11,619 | $ | 28,610 | $ | 21,132 |
| Provision for income tax expense | (2,881) | (2,351) | (4,351) | (4,333) | ||||
| Net income | $ | 12,217 | $ | 9,268 | $ | 24,259 | $ | 16,799 |
Three Months Ended December 31, 2025 and 2024
Revenue
Our revenue was $164.2 million for the three months ended December 31, 2025, an increase of $23.5 million, or 16.7%, compared to the prior year quarter. This increase was primarily driven by increases in our HealthTech vertical of $7.4 million, or 35.1%, Retail & E-commerce vertical of $6.9 million, or 17.2%, Travel, Transportation & Logistics vertical of $3.9 million, or 20.2% and Other vertical of $7.6 million, or 51.3%, due to growth in our digital acquisition business, compared to the prior year quarter. These increases were partially offset by decreases in the Telecommunications vertical of $4.3 million, or 23.1%.
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As a percentage of total revenue, our HealthTech vertical increased to 17.4% compared to 15.1% in the prior year quarter, our Travel, Transportation & Logistics vertical increased to 14.1% compared to 13.7% in the prior year quarter, our Retail & E-commerce vertical remained consistent with 28.6% in both the current and prior year quarters, and our Other vertical increased to 13.7% compared to 10.6% in the prior year quarter. Conversely, our Telecommunications vertical decreased to 8.7% compared to 13.1% in the prior year quarter.
Operating Expenses
Cost of services
Cost of services was $116.6 million during the three months ended December 31, 2025, an increase of $17.9 million, or 18.1%, compared to the prior year quarter. The increase in cost of services was primarily due to increases in payroll and related costs, reseller commissions and lead expenses, IT, facility expenses, and local transportation expenses.
Payroll and related costs were $87.4 million during the three months ended December 31, 2025, an increase of $11.2 million, or 14.7%, compared to the prior year quarter, due to additional headcount to support increased revenues during the current year quarter. As a percent of revenue, payroll cost decreased to 53.2% during the three months ended December 31, 2025 compared to 54.1% during the prior year quarter, reflecting the continuing trend towards lower cost, higher margin regions.
Reseller commissions and lead expenses were $7.5 million during the three months ended December 31, 2025, an increase of $3.8 million, or 101.4%, compared to the prior year quarter. These increases were primarily due to increases in the utilization of our third-party affiliates for inbound inquiries as well as search engine costs in connection with increased revenues in our higher margin digital sales and marketing efforts.
IT expenses were $2.4 million during the three months ended December 31, 2025, an increase of $0.8 million, or 46.7%, compared to the prior year quarter, primarily due to additional software license fees.
Facility expenses were $13.5 million during the three months ended December 31, 2025, an increase of $0.9 million, or 7.2%, compared to the prior year quarter, primarily driven by expansions in the Philippines and Pakistan.
Local transportation expenses were $2.2 million, an increase of $0.5 million, or 27.9%, compared to the prior year period. These increases were primarily due to increased activity corresponding to our increased revenues during the current year quarter.
Selling, general and administrative expense ("SG&A")
SG&A expense was $27.6 million during the three months ended December 31, 2025, an increase of $1.8 million, or 7.2%, compared to the prior year quarter. The change was driven by increased payroll and related costs of $2.2 million due to higher performance-based incentives and new hires to support growth, higher IT expenses of $0.3 million due to additional software license fees, as well as unfavorable foreign currency impacts of $0.5 million. These increases were partially offset by decreases in legal and professional fees, facilities expenses, and other expenses of $1.2 million compared to the prior year quarter.
Depreciation and amortization expense ("D&A")
D&A expense was $4.8 million during the three months ended December 31, 2025, an increase of $0.5 million, or 10.8% compared to the prior year quarter. The increase was primarily due to new capital additions partially offset by lower depreciation expense resulting from an increase in fully depreciated assets. As a percentage of revenue, D&A was 2.9% during the three months ended December 31, 2025, consistent with 3.0% during the prior year quarter.
Income from operations
Income from operations was $15.3 million during the three months ended December 31, 2025 compared to $11.9 million during the prior year quarter. The operating margin was 9.3% for three months ended December
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31, 2025, up from 8.5% for the prior year quarter. The increase was primarily driven by margin expansion as we continued to realize growth in our higher margin offshore regions compared to the prior year quarter.
Interest income
Interest income during the three months ended December 31, 2025 was $0.1 million, compared to $0.3 million during the prior year quarter and consisted primarily of income from invested funds.
Interest expense
Interest expense during the three months ended December 31, 2025 was $0.2 million, a decrease of $0.4 million, primarily due to expenses incurred during the prior year quarter including the loss on extinguishment related to the termination of our PNC Credit Facility and interest expense on the convertible promissory note which was repaid during fiscal 2025.
Provision for Income Taxes
Income tax expense was $2.9 million during the three months ended December 31, 2025, an increase of $0.5 million when compared with the prior year quarter, primarily due to higher pre-tax income in the current year quarter. The effective tax rate was 19.1% and 20.2% for the three months ended December 31, 2025 and 2024, respectively. The change in effective tax rates between these periods was primarily attributable to changes in revenue mix across our taxable jurisdictions and favorable discrete tax benefits in the current year quarter.
Six Months Ended December 31, 2025 and 2024
Revenue
Our revenue was $315.4 million for the six months ended December 31, 2025, an increase of $45.0 million, or 16.6%, compared to the same period in the prior year. This increase was primarily driven by increases in our Retail & E-commerce vertical of $14.8 million, or 20.7%, HealthTech vertical of $11.0 million, or 27.9%, Travel, Transportation & Logistics vertical of $6.7 million, or 17.9%, and Other vertical of $17.2 million, or 58.2%, due to growth in our digital acquisition business, compared to the same period in the prior year. These increases were partially offset by decreases in the Telecommunications vertical of $8.8 million, or 22.8%, compared to the prior year period.
As a percentage of total revenue, our Retail & E-commerce vertical increased to 27.5% for the six months ended December 31, 2025 compared to 26.6% in the same period in the prior year, our HealthTech vertical increased to 16.0% compared to 14.6% in the prior year period, our Travel, Transportation & Logistics vertical remained consistent at 14.1% compared to 14.0% in the prior year period, and our Other vertical increased to 14.8% compared to 10.9% in the prior year period. Conversely, our Telecommunications vertical decreased to 9.4% for the six months ended December 31, 2025 compared to 14.2% in the prior year period.
Operating Expenses
Cost of services
Cost of services was $223.2 million during the six months ended December 31, 2025, an increase of $34.4 million, or 18.2%, compared to the prior year period. The increase in cost of services was primarily due to increases in payroll and related costs, reseller commissions and lead expenses, IT, facility, and local transportation expenses.
Payroll and related costs were $165.2 million during the six months ended December 31, 2025, an increase of $20.7 million, or 14.3%, compared to the prior year period, due to additional headcount to support increased revenues during the current year. As a percent of revenue, payroll cost decreased to 52.4% during the six months ended December 31, 2025 compared to 53.5% during the prior year period, reflecting the continuing trend towards lower cost, higher margin regions.
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Reseller commissions and lead expenses were $15.8 million during the six months ended December 31, 2025, an increase of $8.3 million, or 110.6%, compared to the prior year period. These increases were primarily due to increases in the utilization of our third-party affiliates for inbound inquiries as well as search engine costs in connection with increased revenue in our higher margin digital sales and marketing efforts.
IT expenses were $4.3 million during the six months ended December 31, 2025, an increase of $1.4 million or 46.1%, compared to the prior year period, primarily due to additional software license fees.
Facility expenses were $26.4 million during the six months ended December 31, 2025, an increase of $1.8 million, or 7.4%, compared to the prior year period, primarily driven by expansions in the Philippines and Pakistan and higher expenses for our nearshore regions to support revenue growth during the current year.
Local transportation expenses were $4.2 million during the six months ended December 31, 2025, an increase of $0.9 million or 27.6%, compared to the prior year period, driven primarily by increased activity corresponding to our increased revenues during the current year.
SG&A expense
SG&A expense was $54.1 million during the six months ended December 31, 2025, an increase of $2.2 million, or 4.2%, compared to the prior year period. The increase was driven by higher payroll and related costs of $3.6 million due to higher performance-based incentives and new hires to support growth, stock-based compensation of $1.7 million due to new grants issued and a higher share price impacting liability-based grants, and higher IT expenses of $0.9 million due to additional software license fees. These increases were partially offset by favorable foreign currency impacts of $2.3 million, lower legal and professional fees of $0.9 million, and lower telecommunication, insurance, facilities and other site related expenses of $0.6 million compared to the prior year period.
D&A expense
D&A expense was $9.1 million during the six months ended December 31, 2025, an increase of $0.5 million or 5.5%, compared to the prior year period. The increase was primarily due to new capital additions in our offshore regions partially offset by lower depreciation expense resulting from an increase in fully depreciated assets. As a percentage of revenue, D&A decreased to 2.9% during the six months ended December 31, 2025 compared to 3.2% in the prior year period.
Income from operations
Income from operations was $29.0 million during the six months ended December 31, 2025 compared to $21.0 million during the prior year period. The operating margin was 9.2% for six months ended December 31, 2025, up from 7.8% for the prior year period. The increase was primarily driven by margin expansion as we continued to realize growth in our higher margin offshore regions and focus on site optimization efforts in our onshore regions.
Interest income
Interest income during the six months ended December 31, 2025 was $0.1 million, compared to $0.9 million during the prior year period, and consisted primarily of income from invested funds.
Interest expense
Interest expense during the six months ended December 31, 2025 was $0.5 million, a decrease of $0.3 million, or 40.5%, primarily due to expenses incurred during the prior year period including the loss on extinguishment related to the termination of our PNC Credit Facility and interest expense on the convertible promissory note which was repaid during fiscal 2025.
Provision for Income Taxes
Income tax expense was $4.4 million during the six months ended December 31, 2025, consistent with the prior year period. The effective tax rate was 15.2% and 20.5% for the six months ended December 31, 2025 and
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2024, respectively. The changes in effective tax rates between these periods was primarily attributable to changes in revenue mix across our taxable jurisdictions and discrete items, including discrete tax benefits from stock-based compensation recorded in the current period.
Non-GAAP Financial Measures
We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance, as we believe that these non-GAAP financial measures provide a more helpful depiction of our performance of the business by encompassing only relevant and manageable events, enabling us to evaluate and plan more effectively for the future. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our operating results as reported in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under U.S. GAAP and should not be considered as alternatives to operating profit or net income / (loss) or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with U.S. GAAP.
Adjusted net income, adjusted net income margin, and adjusted earnings per share
Adjusted net income is a non-GAAP profitability measure that represents net income before the effect of the following items: severance costs, foreign currency gains and losses, and stock-based compensation expense, net of the tax impact of such adjustments. We define adjusted net income margin as adjusted net income divided by revenue. We define adjusted earnings per share as adjusted net income divided by weighted average diluted shares outstanding.
We use adjusted net income, adjusted net income margin, and adjusted earnings per share internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance. We believe that adjusted net income, adjusted net income margin, and adjusted earnings per share are meaningful indicators of performance as it reflects what we believe is closer to the actual results of our business performance by removing items that we believe are not reflective of our underlying business. We also believe that adjusted net income, adjusted net income margin, and adjusted earnings per share may be widely used by investors, securities analysts and other interested parties as a supplemental measure of performance.
Adjusted net income, adjusted net income margin, and adjusted earnings per share may not be comparable to other similarly titled measures of other companies and have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Because of these limitations, investors should consider adjusted net income, adjusted net income margin, and adjusted earnings per share in conjunction with other U.S. GAAP financial performance measures, including net income from operations and net income, among others.
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The following table provides a reconciliation of net income to adjusted net income, net income margin to adjusted net income margin, and diluted earnings per share to adjusted earnings per share for the periods presented:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($000s, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net income | $ | 12,217 | $ | 9,268 | $ | 24,259 | $ | 16,799 | ||||
| Net income margin | 7.4 | % | 6.6 | % | 7.7 | % | 6.2 | % | ||||
| Severance costs | — | — | 159 | — | ||||||||
| Foreign currency (gain) / loss | (445) | (912) | (1,765) | 545 | ||||||||
| Stock-based compensation expense | 1,114 | 1,235 | 3,664 | 1,905 | ||||||||
| Total adjustments | $ | 669 | $ | 323 | $ | 2,058 | $ | 2,450 | ||||
| Tax impact of adjustments1 | (95) | 24 | (392) | (602) | ||||||||
| Adjusted net income | $ | 12,791 | $ | 9,615 | $ | 25,925 | $ | 18,647 | ||||
| Adjusted net income margin | 7.8 | % | 6.8 | % | 8.2 | % | 6.9 | % | ||||
| Diluted earnings per share | $ | 0.83 | $ | 0.57 | $ | 1.65 | $ | 1.00 | ||||
| Per share impact of adjustments to net income | 0.04 | 0.02 | 0.12 | 0.11 | ||||||||
| Adjusted earnings per share | $ | 0.87 | $ | 0.59 | $ | 1.77 | $ | 1.11 | ||||
| Weighted average diluted shares outstanding | 14,737 | 16,456 | 14,673 | 16,977 |
EBITDA, adjusted EBITDA, and adjusted EBITDA margin
EBITDA is a non-GAAP profitability measure that represents net income before the effect of the following items: interest expense, income tax expense, and D&A. Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before the effect of the following items: severance costs, interest income, foreign currency gains and losses, and stock-based compensation expense. Adjusted EBITDA margin is a non-GAAP profitability measure that represents adjusted EBITDA divided by revenue.
We use EBITDA, adjusted EBITDA, and adjusted EBITDA margin internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance. We may use adjusted EBITDA as a vesting trigger in some performance-based restricted stock units. We believe that EBITDA, adjusted EBITDA and adjusted EBITDA margin are meaningful indicators of the health of our business as they provide additional information to investors about certain non-cash or non-recurring charges that we believe may not continue at the same level in the future or be reflective of our long-term performance. We also believe that EBITDA, adjusted EBITDA and adjusted EBITDA margin are widely used by investors, securities analysts, and other interested parties as a supplemental measure of performance.
1 The tax impact of each adjustment is calculated using the effective tax rate in the relevant jurisdictions.
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EBITDA, adjusted EBITDA and adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Some of these limitations are as follows:
•although D&A is a non-cash charge, the assets being depreciated and amortized may have to be replaced in the future. EBITDA, adjusted EBITDA and adjusted EBITDA margin do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA, adjusted EBITDA and adjusted EBITDA margin are not intended to be a measure of free cash flow for our discretionary use, as they do not reflect: (i) changes in, or cash requirements for, our working capital needs; (ii) debt service requirements; (iii) tax payments that may represent a reduction in cash available to us; and (iv) other cash costs that may recur in the future;
•other companies, including companies in our industry, may calculate similarly titled measures differently, which reduces their usefulness as comparative measures.
Because of these and other limitations, investors should consider EBITDA, adjusted EBITDA and adjusted EBITDA margin in conjunction with U.S. GAAP financial performance measures, including cash flows from operating activities, investing activities and financing activities, net income, net income margin, and other financial results.
The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA and net income margin to adjusted EBITDA margin for the periods presented:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net income | $ | 12,217 | $ | 9,268 | $ | 24,259 | $ | 16,799 | ||||
| Net income margin | 7.4 | % | 6.6 | % | 7.7 | % | 6.2 | % | ||||
| Interest expense | 248 | 620 | 465 | 782 | ||||||||
| Income tax expense | 2,881 | 2,351 | 4,351 | 4,333 | ||||||||
| Depreciation and amortization | 4,750 | 4,286 | 9,128 | 8,655 | ||||||||
| EBITDA | $ | 20,096 | $ | 16,525 | $ | 38,203 | $ | 30,569 | ||||
| Severance costs | — | — | 159 | — | ||||||||
| Interest income | (59) | (311) | (89) | (894) | ||||||||
| Foreign currency (gain) / loss | (445) | (912) | (1,765) | 545 | ||||||||
| Stock-based compensation expense | 1,114 | 1,235 | 3,664 | 1,905 | ||||||||
| Adjusted EBITDA | $ | 20,706 | $ | 16,537 | $ | 40,172 | $ | 32,125 | ||||
| Adjusted EBITDA margin | 12.6 | % | 11.8 | % | 12.7 | % | 11.9 | % |
Net income margin
Net income margin was 7.4% for the three months ended December 31, 2025 compared to 6.6% during the prior year quarter. Net income margin was 7.7% for the six months ended December 31, 2025 compared to 6.2% during the prior year period. These increases were primarily driven by revenue growth in our higher margin offshore regions and lower SG&A expenses as a percentage of revenue, partially offset by increases in income tax and depreciation expense compared to the same periods in the prior year.
Adjusted EBITDA margin
Adjusted EBITDA margin was 12.6% for the three months ended December 31, 2025 compared to 11.8% during the prior year quarter. Adjusted EBITDA margin was 12.7% for the six months ended December 31, 2025 compared to 11.9% during the prior year period. These increases were primarily driven by revenue growth in
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our higher margin offshore regions and lower SG&A expenses as a percentage of revenue during the three and six months ended December 31, 2025 compared to the same periods in the prior year.
Free cash flow
Free cash flow is a non-GAAP liquidity measure that represents net cash provided by operating activities less capital expenditures. While we believe that free cash flow provides useful information to investors in understanding and evaluating our liquidity position in the same manner as our management, our use of free cash flow has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Further, other companies, including companies in our industry, may adjust their cash flows differently, which may reduce the value of free cash flow as a comparative measure. The following table reconciles net cash provided by operating activities to free cash flow, for the periods presented:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($000s) | 2025 | 2024 | 2025 | 2024 | ||||
| Net cash provided by operating activities | $ | 6,644 | $ | 1,141 | $ | 22,314 | $ | 8,903 |
| Less: capital expenditures | 11,732 | 4,319 | 19,371 | 7,949 | ||||
| Free cash flow | $ | (5,088) | $ | (3,178) | $ | 2,943 | $ | 954 |
Net cash provided by operating activities during the three and six months ended December 31, 2025 was $6.6 million and $22.3 million, respectively, compared to $1.1 million and $8.9 million, respectively, during the prior year periods. Free cash flow during the three and six months ended December 31, 2025 was $(5.1) million and $2.9 million, respectively, compared to $(3.2) million and $1.0 million, respectively, during the prior year periods. The increase in capital expenditures during the current year was driven by expansions in our offshore regions to meet demand and purchases of IT and telecommunications equipment.
Net cash
Net cash is a non-GAAP liquidity measure that represents cash and cash equivalents less total debt. We believe that net cash provides useful information to investors in understanding and evaluating our ability to pay off debt. Our use of net cash has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Further, other companies, including companies in our industry, may adjust their cash or debt differently, which may reduce the value of net cash as a comparative measure.
Net cash is calculated below:
| December 31, | June 30, | |||
|---|---|---|---|---|
| ($000s) | 2025 | 2025 | ||
| Cash and cash equivalents | $ | 15,460 | $ | 15,350 |
| Debt | ||||
| Current | $ | 837 | $ | 823 |
| Non-current | 594 | 796 | ||
| Total debt | $ | 1,431 | $ | 1,619 |
| Net cash | $ | 14,029 | $ | 13,731 |
JOBS Act Accounting Election
We qualify as an emerging growth company ("EGC") pursuant to the provisions of the JOBS Act. The JOBS Act permits an EGC like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period until we are no longer an EGC (which we expect will occur on June 30, 2026) or until we choose to opt out of the extended transition period affirmatively and irrevocably. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicable to public companies.
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Liquidity and Capital Resources
As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents totaling $15.5 million, cash flows from operations, and the unused availability under our existing credit facilities with HSBC Bank USA, National Association and HSBC Bank Middle East Limited (collectively, the "HSBC Credit Facilities") of $67.3 million.
As of December 31, 2025, our total indebtedness was $1.4 million, consisting of our finance leases. We were in compliance with all debt covenants as of December 31, 2025. Refer to Note 5, "Debt" in the consolidated financial statements included in this Form 10-Q for additional information on our debt.
We use these resources to finance our operations, expand current delivery centers, open new delivery centers, invest in upgrades of technology, service offerings, and for other strategic initiatives, such as acquiring or investing in complementary businesses or intellectual property rights, or share repurchases. Our future liquidity requirements will depend on many factors, including our growth rate and the timing and extent of spending to engage in the activities mentioned above. We believe that our existing cash balance together with cash generated from our operations will be sufficient to meet our liquidity requirements for at least the next twelve months.
To the extent additional funds are necessary to meet our long-term liquidity needs as we execute on our business strategy, we anticipate that they will be obtained through the utilization of current availability under our HSBC Credit Facilities, additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such additional financing may not be available on favorable terms, or at all. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected.
In connection with the HSBC Credit Facilities, the Company had deferred debt issuance costs of $0.7 million, which are included in other current assets and other non-current assets in the consolidated balance sheets as of December 31, 2025.
The Board may authorize share repurchases of the Company’s common shares and the Company had multiple share repurchase plans during the six months ended December 31, 2025 and 2024. The Company’s current share repurchase program allows us to repurchase up to $15 million in shares through May 12, 2026. During the six months ended December 31, 2025 and 2024, the Company repurchased 169,858 and 327,230 shares, respectively, of its common shares totaling $5.6 million during each period. All repurchases under these programs were funded with our existing cash balance.
During the three and six months ended December 31, 2024, the Company also entered into a purchase agreement with The Resource Group International Limited ("TRGI"), pursuant to which the Company purchased from TRGI 3,562,341 issued and outstanding common shares of the Company for an aggregate price of $70 million, of which $45 million was paid in cash and $25 million was paid in the form of a convertible promissory note.
The following discussion highlights our cash flow activities during the six months ended December 31, 2025 and 2024:
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| Six Months Ended December 31, | ||||
|---|---|---|---|---|
| ($000s) | 2025 | 2024 | ||
| Net cash inflow / (outflow) from | ||||
| Operating activities | $ | 22,314 | $ | 8,903 |
| Investing activities | (19,371) | (7,949) | ||
| Financing activities | (2,795) | (43,498) | ||
| Effects of exchange rate difference on cash and cash equivalents | (38) | 30 | ||
| Net increase / (decrease) in cash and cash equivalents | $ | 110 | $ | (42,514) |
| Cash and cash equivalents at beginning of the period | 15,350 | 62,720 | ||
| Cash and cash equivalents at the end of the period | $ | 15,460 | $ | 20,206 |
Cash and cash equivalents
The Company manages a centralized global treasury function with a focus on safeguarding and optimizing the use of its global cash and cash equivalents. The majority of the Company’s cash is held in large U.S. banks in U.S. dollars and outside of the U.S. in U.S. dollars and foreign currencies in regional or local banks in the countries in which it operates. The Company believes that its cash management policies and practices effectively mitigate its risk relating to its global cash. However, the Company can provide no assurances that it will not sustain losses.
As of December 31, 2025, we had cash and cash equivalents of $15.5 million, including $8.2 million located outside of the United States, and $2.2 million that is subject to certain local regulations on repatriation. As of June 30, 2025, we had cash and cash equivalents of $15.4 million, including $12.0 million located outside of the United States, and $2.7 million that is subject to certain local regulations on repatriation.
Cash Flows from Operating Activities
Net cash inflow from operating activities during the six months ended December 31, 2025 increased to $22.3 million compared to $8.9 million during the same period in the prior year, which was driven by an increase in our revenues and profitability, as well as lower use of working capital.
Cash Flows from Investing Activities
During the six months ended December 31, 2025, we incurred expenditures of $19.4 million on investing activities primarily driven by expansions in our offshore regions and purchases of IT and telecommunications equipment.
During the six months ended December 31, 2024, we incurred expenditures of $7.9 million on investing activities primarily driven by expansions in our offshore and nearshore regions and purchases of IT and telecommunications.
Cash Flows from Financing Activities
During the six months ended December 31, 2025, we expended $2.8 million on financing activities, of which $5.6 million related to the repurchase of our common shares and $0.5 million related to principal payments on our finance leases, partially offset by net cash receipts of $3.3 million from stock transactions.
During the six months ended December 31, 2024, we expended $43.5 million on financing activities, of which $51.4 million related to the repurchase of our common shares, partially offset by net draws of $7.5 million from our HSBC Credit Facilities.
Critical Accounting Policies and Estimates
The Company’s consolidated financial statements and accompanying notes included in this Form 10-Q are prepared in accordance with U.S. GAAP. A summary of the Company’s significant accounting policies and
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critical accounting estimates can be found in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of the Annual Report. There have been no material changes to our significant accounting policies or critical accounting estimates as reported in the Annual Report.
Recent Accounting Pronouncements
Refer to Note 1, "Overview and Summary of Significant Accounting Policies" in the consolidated financial statements included in this Form 10-Q for additional information regarding recently issued accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s activities expose it to a variety of financial and market risk (including foreign currency and interest rate risk).
Foreign currency exchange risk
The Company serves many of its U.S. based clients through our delivery centers located in various countries, primarily in the Philippines, Pakistan, Nicaragua, and Jamaica. Although contracts with these clients are typically priced in U.S. dollars, a substantial portion of related costs is denominated in the local currency of the country where services are provided, resulting in foreign currency exposure that could have an impact on our results of operations. Our primary foreign currency exposures are in Philippine Peso ("PHP"), Jamaican Dollar, and Pakistani Rupee. There can be no assurance that we can take actions to mitigate such exposure in the future, and if taken, that such actions will be successful or that future changes in currency exchange rates will not have a material adverse impact on our future operating results. A significant change in the value of the U.S. dollar against the currency of one or more countries where we operate may have a material adverse effect on our financial condition and results of operations.
To mitigate foreign exchange fluctuations on the PHP, we hedge a portion of our Philippine operating costs. While our hedging strategy can protect us from short term risks related to foreign currency movements, an overall strengthening of the PHP would adversely impact margins over the long term.
Based upon our level of operations during the six months ended December 31, 2025, a 10% appreciation/depreciation in the PHP against the U.S. dollar would have increased or decreased our expenses incurred and paid in PHP by approximately $7.5 million or $6.2 million, respectively, for the six months ended December 31, 2025. Based upon our level of operations during the six months ended December 31, 2025, a 10% appreciation/depreciation in the Jamaican Dollar against the U.S. dollar would have increased or decreased our expenses incurred and paid in Jamaican Dollar by approximately $2.3 million or $1.9 million, respectively, for the six months ended December 31, 2025. Based upon our level of operations during the six months ended December 31, 2025, a 10% appreciation/depreciation in the Pakistani Rupee against the U.S. dollar would have increased or decreased our expenses incurred and paid in Pakistani Rupee by approximately $3.0 million or $2.4 million, respectively, for the six months ended December 31, 2025.
To mitigate against credit and default risk, we only enter into derivative contracts and other financial instruments with investment grade financial institutions and our derivative valuations reflect the creditworthiness of our counterparties. As of the date of this Form 10-Q, we have not experienced, nor do we anticipate experiencing, any counterparty defaults.
Refer to Note 6. "Derivatives" in the consolidated financial statements included in this Form 10-Q for additional information on our foreign currency hedging program.
Interest rate risk
As of December 31, 2025, the Company’s exposure to interest rate risk related primarily to the HSBC Credit Facilities. Borrowings under the U.S. Credit Facility bears interest at a per annum rate equal to term SOFR plus 2%, or equal to alternate base rate plus 1%. Borrowings under the UAE Loan Facility bear interest at a per annum rate equal to 3-month term SOFR plus 2%. As of December 31, 2025, the Company did not have any outstanding balances on the HSBC Credit Facilities. Accordingly, a hypothetical 10% increase or decrease in SOFR would not cause a material increase or decrease in our interest expense over the next 12 months.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as this term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer recognize that these controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of these controls will be met.
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.
For further information, refer to the discussion found under the caption "Contingencies" in Note 1, "Overview and Summary of Significant Accounting Policies" in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors
We are subject to various risks that could have a material adverse impact on our financial position, results of operations or cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed under "Risk Factors" in Part I, Item 1A. in the Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our financial position, results of operations or cash flows. There have been no material changes to the risk factors included in the Annual Report. We encourage you to carefully consider the risk factors set forth in the Annual Report and the other information set forth elsewhere in this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Board may authorize share repurchases of the Company’s common shares. Purchases made pursuant to these authorizations may be carried out through open market or privately negotiated transactions, including block transactions and Rule 10b5-1 trading plans, depending on market conditions and in accordance with applicable rules and regulations, at times and in such amounts as the Company deems appropriate. The actual timing, number, and dollar amount of repurchase transactions will be determined by management at its discretion and will depend on a number of factors including, but not limited to, the market price of the Company’s common shares, general market and economic conditions, and compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act.
The Board will review the repurchase program periodically and may authorize adjustment of its terms and size, suspend or discontinue the program. The Company has and expects to fund future repurchases with its existing cash balance. The share repurchase program does not obligate the Company to acquire any particular amount of common shares.
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On May 1, 2025, the Board authorized $15 million in share repurchases which commenced on May 12, 2025 for twelve months (the "2025 Share Repurchase Program”). The following table provides information related to our purchases of our common shares during the three months ended December 31, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares That May Yet Be Purchased Under 2025 Share Repurchase Program (000s) | |
|---|---|---|---|---|---|
| October 1 - 31, 2025 | — | $ | — | — | |
| November 1 - 30, 2025 | 27,600 | $ | 35.42 | 27,600 | |
| December 1 - 31, 2025 | 50,600 | $ | 37.45 | 50,600 | |
| Total | 78,200 | $ | 36.74 | 78,200 |
All values are in US Dollars.
Recent Sale of Unregistered Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) Trading Plans
During the quarter ended December 31, 2025, the Company's directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K as follows:
On December 16, 2025, Mr. Paul Inson, the Company's Chief People Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 2,274 shares of the Company's common stock between March 17, 2026 and December 16, 2026, subject to such shares reaching certain price points.
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Item 6. Exhibits
EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IBEX LIMITED | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | February 5, 2026 | By: | /s/ Robert Dechant |
| Robert Dechant | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: | February 5, 2026 | By: | /s/ Taylor Greenwald |
| Taylor Greenwald | |||
| Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) |
42
Document
EXHIBIT 10.1
ibex.
1717 Pennsylvania Ave NW, Suite 825
Washington, DC 20006
Michael Ringman
Dear Michael:
We are pleased to extend an invitation for you to join as an employee of IBEX Global Solutions, Inc. an entity organized under the laws of Delaware and having a principal office address at 1717 Pennsylvania Avenue NW, Suite 825, Washington, DC 20006, USA (the “Company”). This invitation is based upon the expectation that your proposed work for the Company shall be a mutually rewarding and enriching experience, and we are excited about the opportunities that this position offers you and the Company.
Your Employment with the Company is expected to commence on October 1, 2025 or on such other date as agreed between the Parties in writing (“Commencement Date”). The commencement of your employment shall be subject to your execution of this agreement (the “Agreement”), execution of the Arbitration Agreement attached hereto as Exhibit B, transmission of valid proof of employment authorization, and passing of standard background checks to the satisfaction of the Company. “Employment” means your employment by the Company under the terms of this Agreement, along with any resulting appointments as an officer or a director of the board of director of the Company’s affiliates. The Company and you are collectively referred to herein as the “Parties” and individually as a “Party”.
1.Position. Your position with the Company shall be Chief Technology Officer reporting to Robert Dechant, Chief Executive Officer or any other supervisor as the Company may later designate.
2.Duties. You will be principally responsible for technology efforts and performing additional duties for the Company or its affiliates as may be required from time to time, including those required by the CEO or the Board of Directors of the Company (with the Board of Directors being the “Board”, and the duties being collectively the "Duties"). You shall use your best efforts to further the interests of the Company and shall devote all of your business time and attention to performing your Duties hereunder. You shall also comply at all times with the written policies of the Company as issued as of the date this Agreement or as later adopted or modified by the Company ("Company Policies").
3.Covenants. You hereby agree to the covenants and obligations set forth in Exhibit A to this Agreement.
4.Location. Your home location will be your place of employment. You agree to travel as required to perform your duties.
5.Compensation.
a.Base Salary. You will earn base salary compensation at the annualized rate of $350,000 (“Base Salary”), subject to normal payroll taxes and withholdings. Your Base Salary shall be paid to you in accordance with the Company’s standard employee payroll schedule then in effect. Your Base Salary is prospectively adjustable by the Company in its sole discretion, and such adjustments shall be effective only upon the Company’s delivery to you of written notice of such an adjustment.
b.Incentive Eligibility: You will be eligible for a 50% target bonus of base salary opportunity, subject to the Company’s MIP plan terms and conditions. Details of the plan will be provided.
c.Equity. The Company will recommend to the Board of Directors (“Board”) of IBEX Limited (“IBEX Limited”) that you be granted equity of IBEX Limited in such amounts with such vesting as set forth in the Equity Summary attached hereto and made a part of this Agreement. Except as provided herein, any equity granted to you will be subject to the terms and conditions of IBEX Limited 2020 Long-Term Incentive Plan and your execution of the notice
of grant. Upon the termination of your employment for any reason (with the exception of a Change in Control), vesting of any granted equity shall cease and any unvested portions shall then expire. Future equity grants shall be reviewed on an annual basis and granted in such manner and amount as the Compensation Committee deems appropriate.
d.Benefits. You will also be eligible to participate in the benefits plans established by the Company, subject to the participation and eligibility requirements of those plans. The benefit plans currently offered by the Company include health, dental, vision, disability and life insurance plans, as well as a 401(k) plan. You will be eligible to participate in the benefit plans as of the first of the month following 60 days from your hire date. The Company reserves the right to modify, amend and/or terminate any and all of its benefits plans at its discretion.
e.Leave. You will be entitled to a maximum of 20 days of paid time off per year, subject to any requirements of any applicable Company policy. This leave shall be earnable by you at the rate of 1.67 days of paid leave for each month worked by you, provided that in no event shall your earned leave be allowed to exceed 20 days in the aggregate. Any leave days not taken shall be void upon the termination of your employment, and you will receive no payment for them.
f.Reimbursement of Expenses. The Company will reimburse you for all reasonable expenses, including reasonable travel expenses for travelling to the Company’s offices in Washington DC, incurred or paid by you in connection with, or related to, the performance of your Duties, upon your presentation of documentation, expense statements, vouchers and/or such other supporting information as the Company may request.
6.Term and Termination. You will be an employee-at-will, and, subject to the terms and conditions of this Agreement, either you or the Company may terminate your employment at any time for any reason. You agree to give the Company at least 60 days prior written notice in the event that you seek to terminate your employment, with the Company having the option to accept your resignation with immediate effect.
a.Severance. In the event that the Company terminates your employment for any reason other than death, disability or “Cause”, or you terminate your employment for “Good Reason”, you shall be entitled to the following severance rights, provided that, within 60 days (or such shorter period as the Company may designate) following termination of your employment, you have released the Company of all known and unknown claims (other than compensation already earned by your or contractually due to you under the terms of this Agreement or any vested restricted stock agreement, by executing and delivering to the Company a separation agreement and release on a form to be provided to you by the Company at such time (releasing all releasable claims other than to payments under Section 7 or outstanding vested or vesting equity and including among other things, obligations to cooperate with the Company and reaffirming your obligations under Exhibits A and B hereto):
i.For a period of 12 months from the date of your termination (the “Severance Period”), you shall receive a monthly severance payment equal to the monthly equivalent of your Base Salary (the “Severance Payments”), payable in accordance with the Company’s normal payroll processing. In the event that you are terminated on a day other than the first day of the month, your Severance Payments for the first and last month shall be prorated. You shall immediately inform the Company in writing in the event you become subsequently employed during the Severance Period or if you engage in a consulting agreement with a term of greater than 6 months and compensation greater than $20,000 per month for a third party during the Severance Period. In such an event, the Company’s Severance Payments to you will be reduced to 70% of your employment or contractor compensation during the Severance Period. Payment of the Severance under section 6(a) will commence in the first payroll period beginning after the Release becomes effective against you (provided that if the 60-day period for delivering an effective release ends in
the calendar year subsequent to the calendar year in which your employment ended, no payment will be made before the first business day of such subsequent calendar year.
ii.During the Severance Period, you and your family shall continue to be allowed to participate in the Company’s benefit plans (excluding 401K) as set forth in the paragraph above at the same cost to you as the cost historically paid by you for such plans during the term of your employment.
iii.Provided that the termination of your employment occurs within three (3) months prior to or twelve (12) months after a Change of Control of the Company, all of the restricted stock and options shall become accelerated, including any Performance Based Grants, in accordance with your grant notice. As used herein, a Change of Control of the Company shall only be deemed to occur upon (i) a sale of the Company to an unaffiliated party, or a merger of the Company, in each case where upon the completion of such transaction, an unaffiliated third party owns more than 50% of the issued voting stock of the Company; (ii) a sale of IBEX Limited (“IBEX”) to an unaffiliated party or a merger of IBEX, in each case where upon completion of such transaction, an unaffiliated party owns more than 50% of the issued voting stock of IBEX.
b.Cause. Cause shall exist upon (i) a material breach by you of this Agreement (including but not limited to Exhibit A), or your material violation of a Company Policy or law or regulation pertinent to the Company’s business or reputation and your failure after receipt of written notice with 14 days to cure, if such violation can be cured; (ii) your failure after receipt of written notice thereof and 14 days to cure such failure, to promptly follow any lawful directive of the Board of Directors; (iii) your engagement in any intentional misconduct in the performance of your Duties; (iv) your falsification of any reports or communications issued to any member of the Board of Directors or an employee, officer, agent, or director of IBEX, or any act by you of willful dishonesty, fraud, blackmail, or extortion as determined by the Board of Directors in its reasonable discretion; (v) your commission of any act in competition with or materially detrimental to the best interests of the Company; or (vi) your conviction of, or a plea of guilty or nolo contender to a felony or other crime involving moral turpitude.
c.Good Reason. Good Reason shall exist upon (i) a material diminution of 10% or more in your Base Salary existing as of the date of this Agreement, other than as a result of a similar percentage reduction in the Base Salary of all senior executive officers on the Executive Leadership Team of the Company; or (ii) the Company removing you from the office of Chief Financial Officer or material diminution of your authority, duties or responsibilities; or (iii) asking you to do something that violates the law or is unethical. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute Good Reason unless (x) you give the Company a written notice of the purported Good Reason (no more than 30 days after the initial evidence of such event or circumstance, (y) such event or circumstance has not been corrected within 14 days following the Company’s receipt of such notice of termination and (z) the resignation becomes effective not more than 180 days following the date of notice.
d.Effect on Officer and Director Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any affiliate (including IBEX), absent a contrary direction from the Board (which may include either a request to continue such service or a direction to cease serving upon notice). You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to affect your ceasing to serve as a director and officer of the Company and any affiliate, should you fail to resign following a
request from the Board to do so. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act fails within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this Section 6(d).
7.Miscellaneous.
a.You represent and warrant that you are not subject to any agreement or understanding with any current or prior employer or business (or any other entity or person) which would in any manner preclude you from fulfilling any of the duties or obligations you would have with the Company or which would result in any additional payment from the Company.
b.This Agreement constitutes the entire agreement between you and the Company concerning your Employment with the Company. The Company and you agree that all understandings, oral agreements, and representations with respect to such Employment, whether made prior to or after your execution of this Agreement, are void and/or are superseded by this Agreement and may not be relied upon. This Agreement cannot be modified, changed, or amended, except in a writing signed by you and a duly authorized representative of the Company. No waiver by the Company shall be effective unless set forth in a writing executed by an authorized representative of the Company. This Agreement shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns, including any entity with which, or into which, the Company may be merged or that may succeed to the Company’s assets or business, provided, however, that your obligations are personal and may not be assigned by you.
c.Any notice required by this Agreement shall be in writing and may be delivered personally, or by overnight courier, with respect to the Company, to the addresses of the Company’s headquarters, in all cases with an email copy to Robert Dechant at bob.dechant@ibex.co and Christy O’Connor at christy.oconnor@ibex.co (or to any other email address that the Company may designate in writing to you), and with respect to you, to the address set forth in the signature block below or any other address that you may designate through written notice to the Company. Notices delivered personally shall be deemed delivered upon receipt. Notices delivered by overnight courier shall be deemed delivered on the business day immediately subsequent to placement of the notice with the overnight courier.
d.As provided in the Arbitration Agreement attached hereto as Exhibit B, you hereby agree that in any claim or dispute arising out of, or related to this Agreement or to any aspect of Employment relationship, including but not limited to equitable or declaratory relief, the matter must be dealt with by binding arbitration under the terms of the Arbitration Agreement, except as explicitly excluded therein. This includes without limitation, all matters relating to the Agreement’s formation, and validity, binding effect, interpretation, performance, breach or termination. You agree that your sole recourse for any dispute arising out of your Employment or relating to the Company or its affiliates in any way (a “Dispute”) shall be against the Company only, and you hereby acknowledge and waive any right you may have to make any claim against any individual associated with the Company, its affiliates, or its shareholders or any past, present, or future, affiliate, director, officer, agent, employee or attorney of any of thereof. All Disputes shall be kept as strictly confidential and may not be publicly disclosed or made available to the public in any way for any reason without the prior written consent of the Company.
e.This Agreement shall be governed by and construed in accordance with the laws of Washington, D.C. without reference to the conflicts of laws provisions thereof. The federal or state courts of the Delaware shall have exclusive jurisdiction over any disputes not covered by the Arbitration Agreement (attached hereto as Exhibit B), and the Parties accordingly submit to the exclusive jurisdiction of such courts for this limited purpose. With respect to any such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the means specified under Section 7(c) of the Agreement; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, inconvenient forum, or service of process. The Company and you each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.
f.This Agreement may be executed in multiple counterparts, that together, when executed shall be an original and constitute one instrument. Copies of signed counterparts that are sent via facsimile or transmitted electronically between the Parties shall be deemed to be originals for purposes of establishing execution by either or both Parties. This Agreement may be executed electronically with record of the transaction held electronically by either or both Parties. We at the Company are enthusiastic about your joining us. Please formally record your acceptance of our offer by signing and completing the acknowledgement below.
Please return a copy of the executed letter to the Company and keep the second copy for your record.
IN WITNESS HEREOF, the Parties have agreed to enter into this Agreement as of the date first set forth above:
IBEX Global Solutions, Inc.
1717 Pennsylvania Avenue NW, Suite 825, Washington, DC 20006, USA
/s/ Robert Dechant
Name: Robert T. Dechant Title: Chief Executive Officer
Employee’s signature:
/s/ Michael Ringman
Print address:
EXHIBIT A
COVENANTS AND OBLIGATIONS
1.Definitions.
1.1All capitalized terms not expressly defined in this Exhibit shall have their meaning as defined in the Agreement.
1.2“Company” means IBEX Global Solutions, Inc. and its holding company, Ibex Limited and those entities controlling, controlled by, or under common control with, the Company, where “control” being deemed where the controlling entity holds 50% or more of the voting securities or membership interests of the controlled entity or otherwise has the power, directly or indirectly, to control the affairs of the controlled entity. The “Company” shall be deemed to include, but not be limited to, IBEX Global Solutions PLC.
1.3“Confidential Information” means all information (to the extent said “Confidential Information” does not interfere with your employee rights under the National Labor Relations Act (“NLRA”), as amended, or disclosure rights under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, as amended )of any nature in any form, whether disclosed in writing, orally, or electronically, that is disclosed to or known by the Employee as a consequence of or through employment with Employer, whether such information is developed by Employer or its affiliates, or is submitted to Employer in confidence by third parties. Confidential Information will include, without limitation, all writings, memoranda, copies, reports, records, papers, surveys, analyses, drawings, letters, computer printouts, computer programs (source and object code), computer applications, computer processing techniques, methodologies, proposals, bids, processes, specifications, customer data (such as customer lists, identities, and requirements), contacts, licenses, business methods, business processes, business techniques, business plans, financial records, employee compensation, marketing plans, data, graphs, charts, sound recordings, pictorial representations, inventions, prototypes, and samples (whether or not patentable or copyrightable). Confidential Information does not include information that was (i) part of the public domain at the time of disclosure to Employee or becomes part of the public domain, other than by a breach of an obligation to maintain confidentiality; (ii) acquired by Employee from a third party without an obligation of confidentiality; or (iii) approved for public release in writing by Employer.
1.4“Effective Date” means the effective date of this Restated Agreement.
1.5“Intellectual Property Rights” means all of the world-wide legal rights of, in and to the following: (i) patents, patent applications, and invention disclosures; (ii) copyrights and works of authorship, including without limitation textual, masks, audio/visual works, “look and feel,” and derivative works; (iii) trademarks, service marks, trade names, and trade dress, together with all goodwill associated therewith; (iv) trade secrets, know-how, and proprietary and confidential information; (v) moral rights; (vi) design rights; (vii) domain names; (viii) any rights analogous to those set forth in the preceding clauses; and (ix) any applications, registrations, divisions, combinations, continuations, renewals, reissues, extensions, and translations of the foregoing (as applicable); whether existing on the Effective Date or thereafter filed, issued, or acquired.
2.Confidentiality.
2.1Non-Disclosure. During Employee’s employment, the Company or its affiliates will disclose to the Employee Confidential Information as appropriate or necessary for Employee to perform his or her duties and any training associated therewith, and Employee will generate and contribute to Confidential Information in connection with Employee’s duties. The Employee hereby covenants and agrees that he will not, during his or her employment and for the maximum period thereafter as permitted by law, disclose to any person, or use, any Confidential Information except as required in the course of employment with the Company. Employee agrees to use his or her best efforts to prevent accidental or negligent loss or release of Confidential Information to any unauthorized persons or entities and will immediately notify the Company if any such loss or release occurs.
2.2Return of Company Property. Employee agrees that, within five (5) days of the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return to the Company (i) all Trade Secrets, Confidential Information, all other inventions and works of the Company in my possession, all apparatus, equipment, computers, telecommunication equipment and other physical property of the Company and (ii), all memoranda, notes, records, computer programs, computer files, drawings or other documentation, whether made or compiled by me alone or with others or made available to me while employed by the Company, excepting only (x) my personal copies of records relating to my compensation; (y) my personal copies of any materials previously distributed generally to stockholders or employees of the Company; and (z) my copy of this Agreement.
3.Works Made for Hire.
3.1Works Made for Hire. Employee acknowledges and agrees that to the extent permitted by law, all work papers, reports, memoranda, research materials, documentation, drawings, photographs, negatives, tapes and masters, prototypes, contributions to a collective work, audio/visual works, translations, supplementary works, compilations, instructional texts, and all other copyrightable materials generated by Employee during and in connection with Employee’s relationship with Employer, including without limitation, any and all such materials generated and maintained on any form of electronic media (collectively, “Works”) will be considered “works made for hire” and that authorship and ownership of any and all copyrights in any and all such works will belong solely to Employer, including all aspects, elements, and components thereof in which any copyright can subsist and all rights to apply for copyright registration or to prosecute any claim of infringement of such Works.
3.2Assignment of Works. In consideration of Employee’s employment with the Company and the compensation received by Employee from the Company from time to time, to the extent that any Works are not deemed to be “works made for hire,” Employee hereby irrevocably transfers, grants, conveys, assigns, and relinquishes, and agrees to transfer, grant, convey, assign, and relinquish, all right, title, and interest in such Works, including all Intellectual Property Rights, to Employer, its successors, assigns, or nominees for no further consideration.
4.Inventions.
4.1Assignment of Inventions. In consideration of Employee’s employment with the Company and the compensation received by Employee from the Company from time to time, Employee hereby transfers, grants, conveys, assigns, and relinquishes, and agrees to transfer, grant, convey, assign, and relinquish, to Employer, its successors, assigns, or nominees, all of Employee’s right, title, and interest (including all Intellectual Property Rights) in and to any ideas, discoveries, inventions, disclosures, and improvements (whether patentable or unpatentable) made, conceived, or suggested by Employee in whole or in part, either solely or jointly with others, during the course of Employee’s relationship with Employer or within one (1) year following termination of Employee’s relationship with Employer under this Agreement or any successor agreements, which were made with the use of Employer’s time, materials, or facilities or that is in any way within or related to the existing or contemplated scope of Employer’s business (collectively, the “Inventions”) as of the date of Employee’s termination. Employer acknowledges and agrees that any invention, discovery, improvement, or patent application therefor made by Employee within one (1) year following termination of Employee’s relationship under this Agreement or any successor agreements will be presumed to be owned by Employer pursuant to this Section 4.1, unless Employee demonstrates through written records and other evidence that such invention, discovery, improvement, or patent application thereof made no use of any Confidential Information.
4.2Duty of Disclosure. Employee acknowledges and agrees to communicate promptly and disclose to Employer, in such form and at such time as Employer Requests, all information, details, material, and data pertaining to any Inventions.
4.3Duty to Cooperate. Upon request by Employer, Employee will, at any time during Employee’s relationship with Employer or after termination thereof, execute and deliver to Employer all appropriate documents and perform all acts which Employer may deserve in order to apply for, obtain, maintain, and prosecute any copyrights, trademarks, patents, or other Intellectual Property Rights in the Works and Inventions or in order to perfect the assignments and transfer of rights in and to the Works and Inventions hereunder, at the expense of Employer, but without further or additional consideration.
4.4Prior Intellectual Property Rights. Prior to or concurrent with Employee’s execution this Agreement, Employee agrees to provide Employer with written notice of any actual ownership rights by Employee (or rights assigned to a prior employer(s)) to all copyrights, ideas, discoveries, inventions, disclosures, and improvements (whether patentable or unpatentable) made, conceived, or suggested by Employee in whole or in part, either solely or jointly with others, that:
(i) exist as of the Effective Date;
(ii) are not the subject of an existing patent, or pending or published patent application as of the Effective Date; and (iii) that are related to the business of the Company or of any of its affiliates (“Prior Intellectual Property Rights”). Employee agrees that, other than the Prior Intellectual Property Rights set forth in such written notice, upon Employee’s execution of this Agreement, the Employee shall be presumed to have assigned pursuant to section 4.1, or to have incurred the obligation to assign pursuant to such section, to the Employer, its successors, assigns, or nominees, all copyrights, ideas, discoveries, inventions, disclosures, and improvements (whether patentable or unpatentable) made, conceived, or suggested by Employee in whole or in part, either solely or jointly with others, that are related to the business of the Company or of any of its affiliates, unless Employee demonstrates through written
records and other evidence that such copyright, idea, discovery, invention, disclosure, or improvement made no use of any Confidential Information.
5.Covenants.
5.1Notification to New Employer. In the event that I leave the employ of IBEX, and I become employed by an employer engaged in or which proposes to be engaged in a business competitive with any business which the Company was engaged during my term of employment or in which during the term of my employment the Company proposed to enter or become engaged in, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.
5.2Non-Solicitation of Employees and Consultants. Employee agrees that for a period of one (1) year after my employment with, or affiliation with the Company, I will not recruit, hire or attempt to hire directly or by assisting others, any: (a) employee whom I had personal contact while I was employed with the Company, without regard to Confidential Information, who is or was an employee with Company during the last year; or (b) consultant of the Company with whom I had personal contact with for the purpose of providing and/or selling Company product or services while I was employed with the Company, without regard to Confidential Information, who is then employed or affiliated with the Company under a contract for a specified term which has not yet expired for any period of time that would interfere with the existing contract. For the avoidance of doubt, the use of Confidential Information to solicit any employee or consultant away from the Company is prohibited for as long as the Confidential Information remains covered under Section 1.1 above.
5.3Non-Solicitation of Customers. Employee agrees that while employed by the Company, I will have contact with and become aware of the Company’s customers and the representatives of those customers, their names and addresses, specific customer needs and requirements, and leads and references to prospective customers. Employee further agrees that loss of such customers will cause the Company great and irreparable harm. Employee agrees that during and for a period of one (1) year after any employment with, or affiliation with the Company, I will not solicit or attempt to solicit any customer or former customer or prospective customer of the Company for the purpose of providing services which are competitive to the services offered by the Company. This restriction shall apply only to any customer or former customer or prospective customer of the Company with whom Employee had contact on behalf of the Company during the last two (2) years of Employee’s employment with the Company (“Customers”). For the purposes of this paragraph, “solicit” or “attempt to solicit” excludes announcements simply stating that Employee has entered into new employment at another business, but rather, means interaction between Employee and the customer, former customer or prospective customer which takes place without contact first being made by the customer, former customer or prospective customer to further the business relationship, or performing services for the customer, former customer or prospective customer on behalf of the Company. For the avoidance of doubt, the use of Confidential Information to solicit Customers for any but the Company is prohibited for as long as the Confidential Information remain covered under Section
1.1 above.
5.4Non-Compete. Employee agrees that during his or her employment and for a one (1) period following termination of employment for any reason, Employee will not directly or indirectly engage, anywhere in the Restricted Area (as defined below), whether such engagement be as an individual, officer, director, proprietor, employee, partner, member, investor (other than solely as a holder of less than two percent (2%) of the outstanding capital stock of a corporation whose shares are publicly traded on a national securities exchange or through a national market system or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended), creditor, consultant, advisor, sales representative, agent, or other participant, in a Restricted Business (as defined below).
5.4.1“Restricted Area” means the United States. Employee hereby agrees and recognizes that the Company and its affiliates have a nationwide customer base, and thus that the geographic restrictions imposed by Section 5.3 are fair and reasonable.
5.4.2“Restricted Business” means any venture, enterprise, activity or business engaged in a business, directly or indirectly, similar to the actual or prospective business of the Company or of any of its affiliates as of the date of the termination of Employee’s employment from the Company, including without limitation, (i) any business who provides business process outsourcing services in or from the Restricted Area, including outsourcing services related to customer care, sales, or marketing; (ii) any business who provides software services or products relating to the operation of a call center, including but not limited to call center routing solutions, call center dialing software, and call center agent computer interfaces.
5.5Non-Disparagement. Both parties agree that, during the term of Employee’s employment with the Company, and for a two year-period after the termination of such employment, neither party shall disparage or criticize the other
5.6Devotion of Services. Employee agrees that during the term of his or her employment with the Company, Employee will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of his or her employment, nor will he or she engage in any other activities that conflict with his or her obligations to the Company without the express written consent of the Chief Executive Officer of the Company.
6.General.
6.1Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, then, notwithstanding such provision, all other provisions of this Agreement will remain in full force or effect, and the terms of such provision will be limited to the extent necessary to render the provision valid, legal, and enforceable.
6.2Other Agreements. Employee hereby represent that his or her performance of all the terms of the Agreement and this Exhibit and the performance of his or her duties as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior to your employment with the Company. You also represent that you are not a party to or subject to any restrictive covenants, legal restrictions, policies, commitments or other agreements in favor of any entity or person that would in any way preclude, inhibit, impair or limit your ability to perform your obligations under this Agreement, including noncompetition agreements or non-solicitation agreements, and you further represent that your performance of the duties and obligations under the Agreement does not violate the terms of any agreement to which you are a party. You agree that you will not enter into any agreement or commitment or agree to any policy that would prevent or hinder your performance of duties and obligations under the Agreement.
6.3Injunctive Relief and Specific Performance. Employee agrees that a breach of this Agreement (other than a breach of section 5.4) will result in irreparable and continuing harm to the Employer for which there is no adequate remedy at law. Employee agrees that in the event of an actual, threatened, or intended breach of this Agreement by Employee, such breach shall be deemed to cause the Employer irreparable harm, and Employer will have the right to seek injunctive relief or specific performance in a court of law. Employee hereby consents to the imposition of such relief, without the necessity of proof of actual damage, in order to prevent or restrain or restrain any such actual, threatened, or intended breach of this Agreement. Employee agrees that injunctive relief and specific shall be cumulative to any other remedy that Employer may seek for a breach of this Agreement, including compensatory and punitive damages, and that Employer shall have the right to its reasonable attorney fees and costs incurred in enforcing any provision of this Agreement.
6.4Choice of Law and Venue. This Agreement will be governed and construed by and in accordance with the laws of the state where Employee’s position is located. To the extent that the parties have agreed to arbitrate certain claims, nothing in this Agreement shall affect their respective obligations or ability to arbitrate such claims other than as provided in Section 6.2.
6.5Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, and representations with respect to such subject matter. This Agreement may not be amended or modified other than through a writing signed by both parties.
6.6At-Will Status of Employee. Nothing in this Agreement will be construed to alter Employee’s status as an “at-will” employee of Employer, and Employee acknowledges that Employee is an at-will employee of the Employer. Employee understands that as an “at-will” employee, his or her employment with the Company may be terminated at any time without cause or notice by either the Company or the Employee.
EXHIBIT B
ARBITRATION AGREEMENT
A. Mutual Consent
The Company and Employee mutually consent to the resolution, by final and binding arbitration, of any and all covered claims or controversies ("claim") that the Company may have against Employee or that Employee may have against the Company or its officers, directors, partners, owners, employees or agents in their capacity as such or otherwise, whether or not arising out of the employment relationship (or its termination), including but not limited to, any claims arising out of or related to this Agreement to Arbitrate (this “Agreement”) or the breach thereof.
This Agreement specifically excludes from claims subject to arbitration that is prohibited by applicable law or that interfere with any employee rights under the National Labor Relations Act; and/or any and all disputes or actions any and all disputes or actions of any and all kinds that may arise from any confidentiality or other agreement between you and the Company, or under any applicable law, under which the Company may seek injunctive or other equitable relief for breach of any covenant or applicable law, including but not limited to claims for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which you understand and agree that the Company may seek and obtain relief from any court of competent jurisdiction.
To the extent allowed by applicable law, claims covered by this Agreement include (1) any claims of spouses or descendants of the Employee that would otherwise be covered by this Program and Agreement if it were a claim of the Employee, and (2) any claims of the Employee as a member or representative of a class, or in any other manner as a member or representative of a group. Parties to the Agreement waive any right they may otherwise have to pursue, file, participate in, or be represented in any claim brought in any court on a class basis or as a collective action or representative action. This waiver applies to any claim that is covered by the Agreement to the full extent such waiver is permitted by law. All claims subject to the Agreement must be mediated and arbitrated as individual claims. The Agreement specifically prohibits the mediation or arbitration of any claim on a class basis or as a collective action or representative action, and the arbitrator shall have no authority or jurisdiction to enter an award or otherwise provide relief on a class, collective or representative basis. The Parties to the Agreement, therefore, do not waive and specifically retain a right to appeal in a court of competent jurisdiction any determination or award of an arbitrator made in contravention to this section, including without limitation, a determination (i) that a claim may proceed as a class, collective or representative action; or (ii) that awards relief on a class, collective, or representative basis. In such appeal, the standard of review to be applied to the arbitrator’s decision shall be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury.
Eligible claims shall be settled exclusively by binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
THE COMPANY AND EMPLOYEE FULLY UNDERSTAND THAT, ABSENT THIS AGREEMENT, LEGAL CLAIMS BETWEEN THEM COULD BE RESOLVED THROUGH THE COURTS AND A JURY, BUT THE PARTIES EXPRESSLY AGREE TO FOREGO THE TRADITIONAL LITIGATION SYSTEM IN FAVOR OF BINDING ARBITRATION.
B. Arbitration Rules and Applicable Law
The Parties agree that the Federal Arbitration Act ("FAA") will govern this Agreement to Arbitrate ("Agreement") and the interpretation and enforcement of the arbitration proceeding, including any actions to compel, enforce, vacate, or confirm proceedings, awards or orders issued by the Arbitrator. Proceedings under this Agreement will be administered by the AAA pursuant to its National Rules for the Resolution of Employment Disputes, except as provided in this Agreement. Except as provided in this Agreement or the AAA rules, the Arbitrator shall apply the state or federal law which would be applied by a federal court of competent jurisdiction, including laws establishing burdens of proof. This Agreement does not enlarge substantive rights of either party available under existing law. For the sake of clarity, Arbitrator under the FAA shall not have the authority to determine whether a timely filed HR 4445 claim is subject to this Agreement.
C.Initiation of Arbitration and Time Limits
A party may initiate arbitration proceedings under this Agreement by serving a written Request for Arbitration on AAA forms. The Request for Arbitration must describe the nature of the dispute and the specific remedy sought, and must be simultaneously mailed to all other parties to the dispute. Alternatively, employees of the Company may initiate arbitration proceedings by submitting a written Request for Arbitration (see attached form) to the Company's Human Resources Department, together with a $100 filing fee if an hourly employee or $150 if a salaried employee, which will promptly forward the Request to AAA. A Request for Arbitration must be filed within one (1) year of the date when the dispute first arose, unless the claim arises under a specific statute providing for a longer time to file a claim, in which case the statute shall govern. Any failure to timely request arbitration constitutes a complete waiver of all rights to raise any claims in any forum relating to any dispute that was subject to arbitration. The time limitations in this paragraph are not subject to any type of tolling.
D.The Arbitrator
All disputes will be resolved by a single Arbitrator selected from a list provided by AAA pursuant to AAA rules. The Arbitrator has the authority to rule on any motions regarding discovery or the pleadings, including motions to dismiss and for summary judgment, and, in doing so, shall apply the standards set forth in the Federal Rules of Civil Procedure, and to order any and all equitable or legal relief which a party could obtain from a court of competent jurisdiction on the basis of the claims made in the dispute. The arbitrator shall have no power to vary or ignore the terms of this Agreement and shall be bound by controlling law and the Federal Rules of Evidence.
E.Hearing Location
Unless the parties agree otherwise in writing, the hearing shall take place at the Company’s executive offices.
F.Arbitration Fees and Costs
The parties shall be responsible for their own attorneys' fees, witness fees, transcripts, copy costs, postponement/cancellation fees, travel, and discovery costs. If an employee initiates arbitration under this Agreement, he or she shall pay the first $100 of the filing fee if an hourly employee or $150 if a salaried employee, payable in full when the Request for Arbitration is filed. A Request for Arbitration shall not be deemed filed until this portion of the filing fee is tendered by the employee. The Company will be responsible for the balance of any filing fee and all other fees and administrative costs of the arbitration, except as set forth above.
G.Severability
In the event that any provision of this Agreement is determined by the Arbitrator or by a court of competent jurisdiction to be illegal, invalid or unenforceable to any extent, such provision shall be enforced to the extent permissible under the law and all remaining provisions of this Agreement shall remain in full force and effect.
H.Miscellaneous Provisions
1.The parties understand and agree that their promises to arbitrate claims, rather than to litigate them before courts or other bodies, provide consideration for each other.
2.This Agreement to arbitrate shall survive the termination of Employee's employment. It can only be revoked or modified in writing signed by the parties, which specifically states intent to revoke or modified this Agreement. Only the CEO of the Company can revoke or modify this Agreement on behalf of the Company.
3.This is the complete Agreement of the parties on the subject of arbitration of disputes, except for any arbitration agreement in connection with any retirement or benefit plan. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject.
4.This Agreement is not, and shall not be construed to create, any contract of employment, express or implied. Nor does this Agreement in any way alter the "at will" nature of the employment relationship, which either party remains free to terminate at any time with or without cause or notice.
IN WITNESS HEREOF, the Parties have agreed to enter into this Arbitration Agreement as of the date set forth on the first page of the employment agreement:
IBEX GLOBAL SOLUTIONS, INC.
1717 Pennsylvania Avenue NW, Suite 825, Washington, DC 20006, USA
/s/ Robert Dechant
Name: Robert T. Dechant
Title: Chief Executive Officer
Employee’s signature:
/s/ Michael Ringman
Name: Michael Ringman
DIRECT DIALOGUE PROGRAM AND MUTUAL AGREEMENT TO ARBITRATE
A New Way to Resolve Workplace Problems
We understand that problems can occur even in the best companies. The Company offers multiple ways in which problems may be addressed, such as our Open-Door Policy and Progressive Coaching and Discipline Policy, all discussed in the Employee Handbook. We encourage all employees to review these policies and to follow them as appropriate. However, there are times when an informal approach may not be suitable. Our goal is always to resolve problems in the most prompt, effective manner. Our Direct Dialogue Program provides a more structured process to help us resolve differences together in a timely and objective manner. At the same time, it provides a process that protects your legal rights. At the Company, we are committed to building strong working relationships. We do that in many ways including the Direct Dialogue Program.
INTERNAL PROCESS
Step 1: Open Communication with Your Direct Supervisor
At our company, the door is always open. The Direct Dialogue Program builds on our foundation of trust by defining a process that encourages you to first talk to the right person, a person who can help when you have a work-related question or concern. Often, questions you have can be answered quickly if you talk directly to your supervisor. Your supervisor wants to keep our company running smoothly, and that includes quickly and fairly addressing any concerns that arise. If for any reason you not comfortable with contacting your supervisor, you should contact your Human Resources Representative for your location by following Step 2, below. The opportunity to move directly to Step 2 is designed to assist you in situations where for any reason you are not comfortable with Step 1.
Step 2: Open Communication with Your Human Resources Representative
If you have already talked with your supervisor (or are uncomfortable with talking with your supervisor), and still feel that your question has not been answered to your satisfaction, you can communicate with your Human Resources Representative. To assist your Human Resources Representative with the quickest and best resolution, we ask that you answer the following five questions in writing, and give your answers to your Human Resources Representative. The five questions are:
•What is the problem?
•When did you discuss it with your supervisor?
•What response did you receive?
•Why do you disagree with the response?
•What do you think the proper solution should be?
If you have already taken Step 1, then you must file your written answers to these questions with your Human Resources Representative within one week of the date of the meeting with your supervisor. We ask this so that problems can be addressed quickly and efficiently.
Step 3: Open Communication with the Chief People Officer
If you have communicated with your Human Resources Representative and the problem is still unresolved, the next step is communication with the Company’s Chief People Officer. When you ask our Chief People Officer to become involved, we ask that you:
•Make your request in writing, specifying what has happened thus far, and why you do not feel it has been appropriately addressed; and
•Attach a copy of your answers to the five questions listed in Step 2.
Your request to the Chief People Officer must be filed within one week of the date when you receive the Step 2 response, so your problem can be addressed quickly and efficiently.
The role of the Chief People Officer is to facilitate discussion and problem-solving. The Chief People Officer will listen to your input and seek to find a mutually acceptable resolution, if possible. If for any reason you remain unsatisfied after communicating with the Chief People Officer, the next steps in the Direct Dialogue Program are Mediation and, if necessary, Arbitration, covered in the following pages.
MEDIATION AND ARBITRATION - GENERAL
What Claims Are Subject to Mediation and Arbitration?
Unless otherwise prohibited by applicable law, claims covered by this Direct Dialogue Program ("Program") and the Agreement to Arbitrate ("Agreement") pertain to any eligible disputes arising out of your employment or termination of employment with Ibex Global Solutions, Inc. f/k/a TRG Customer Solutions, Inc. (“Company”) (including claims against employees, Officers, and Directors of the Company and its affiliates arising out of or related to any disputes, and include, but are not limited to, the following: claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, discrimination based on race, gender, sexual orientation, religion, national origin, age, pregnancy, marital status, or medical condition, handicap or disability; including any claims covered by Title VII of the Civil Rights Act of 1964, the ADA, the ADEA, the FMLA and the FLSA); claims for retaliation; physical, mental or psychological injury, (arising out of your employment or termination of employment); claims for benefits (except where an employee benefit or retirement plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); claims for violations of local laws governing employment relations; and claims for violation of any other federal, state or other governmental law, statute, regulation, or ordinance, except claims excluded below.
It is specifically agreed that the claims covered by this Program and Agreement include (1) any claims of spouses or descendants of the Employee that would otherwise be covered by this Program and Agreement if it were a claim of the Employee, and (2) any claims of the Employee as a member or representative of a class, or in any other manner as a member or representative of a group. See Paragraph A – Mutual Consent, under “Agreement to Arbitrate,” below.
Claims Not Covered by this Program and Agreement
The Program and Agreement do not apply to an employee’s rights under the National Labor Relations Act; claims for Workers' Compensation Benefits; claims for unemployment benefits; administrative claims before the National Labor Relations Board, the Equal Employment Opportunity Commission or any parallel state or local agency. Participation in any administrative proceeding by the Company shall not affect the applicability of this Program or Agreement upon termination of the administrative proceeding; criminal complaints; and/or actions by the Company for injunctive and/or other equitable relief, including but not limited to claims for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which Employee understands and agrees that the Company may seek and obtain relief from any court of competent jurisdiction.
The Program and Agreement may apply to claims covered under the House Resolution 4445 (HR 445) called “Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021” provided both the Employee and the Company voluntarily agree to proceed with this type of claim post-dispute. For the sake of clarity, an Employee filing an HR 4445 claim with the American Arbitration Association (AAA) shall be deemed as voluntarily consenting to this Program and Agreement post-dispute. Either party not objecting within a reasonable time (presumed to be within thirty days of filing) to HR 4445 claim filed with the AAA shall be deemed to have consent to this Program and Agreement post-dispute.
Filing and Fees
The AAA charges a fee for filing a request for mediation/arbitration. In addition to this filing fee, a fee must be paid to the mediator/arbitrator for Employee’s or her services. If you request mediation/arbitration, your share of these fees will be $100 for hourly employees or $150 for salaried employees and must be paid when you file the Dispute Processing Form. The Company will pay any remaining AAA filing fees for mediation/arbitration as well as all other fees and expenses charged by the mediator/arbitrator or the AAA for this process. All fee payments are processed through the AAA, and the mediator/arbitrator has no knowledge with regard to which party pays the fees. However, you may elect to pay up to one-half of these fees and expenses if you so desire.
Mediation
The AAA will work with you and the Company to find a time and place that is convenient for all parties to meet as a group or, individually, with the mediator. The mediator will listen to both sides of the story, ask questions and help the parties focus on the strengths and weaknesses of their positions.
Arbitration
If either party has a covered problem that has not been resolved through our internal process, including mediation, the party can request arbitration, which is a process where both you and the Company have an impartial, outside party make a final decision that is binding on both you and the Company. Arbitration is a process in which a skilled arbitrator (similar to a judge) hears both
sides of the situation and then makes a final and binding decision. Decisions by the arbitrator are generally made according to the same principles of law that control decisions by courts. Arbitrators can award the same damages or remedies as a court of law. By accepting employment and/or continuing your employment with the Company, you agree to be bound by the Agreement to Arbitrate set forth below.
In certain cases, attorney fees and other expenses may be assessed against either you or the Company. For example, the arbitrator may assess attorney fees against you or the Company if either party makes a claim that is frivolous, or is factually or legally groundless, or if there is a written agreement that provides for a payment of attorney fees.
AGREEMENT TO ARBITRATE
A.Mutual Consent
The Company and Employee mutually consent to the resolution, by final and binding arbitration, of any and all covered claims or controversies ("claim") that the Company may have against Employee or that Employee may have against the Company or its officers, directors, partners, owners, employees or agents in their capacity as such or otherwise, whether or not arising out of the employment relationship (or its termination), including but not limited to, any claims arising out of or related to this Agreement to Arbitrate (this “Agreement”) or the breach thereof.
This Agreement specifically excludes from claims subject to arbitration that is prohibited by applicable law or that interfere with any employee rights under the National Labor Relations Act; and/or any and all disputes or actions any and all disputes or actions of any and all kinds that may arise from any confidentiality or other agreement between you and the Company, or under any applicable law, under which the Company may seek injunctive or other equitable relief for breach of any covenant or applicable law, including but not limited to claims for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which you understand and agree that the Company may seek and obtain relief from any court of competent jurisdiction.
To the extent allowed by applicable law, claims covered by this Agreement include (1) any claims of spouses or descendants of the Employee that would otherwise be covered by this Program and Agreement if it were a claim of the Employee, and (2) any claims of the Employee as a member or representative of a class, or in any other manner as a member or representative of a group. Parties to the Agreement waive any right they may otherwise have to pursue, file, participate in, or be represented in any claim brought in any court on a class basis or as a collective action or representative action. This waiver applies to any claim that is covered by the Agreement to the full extent such waiver is permitted by law. All claims subject to the Agreement must be mediated and arbitrated as individual claims. The Agreement specifically prohibits the mediation or arbitration of any claim on a class basis or as a collective action or representative action, and the arbitrator shall have no authority or jurisdiction to enter an award or otherwise provide relief on a class, collective or representative basis. The Parties to the Agreement, therefore, do not waive and specifically retain a right to appeal in a court of competent jurisdiction any determination or award of an arbitrator made in contravention to this section, including without limitation, a determination (i) that a claim may proceed as a class, collective or representative action; or (ii) that awards relief on a class, collective, or representative basis. In such appeal, the standard of review to be applied to the arbitrator’s decision shall be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury.
Eligible claims shall be settled exclusively by binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
THE COMPANY AND EMPLOYEE FULLY UNDERSTAND THAT, ABSENT THIS AGREEMENT, LEGAL CLAIMS BETWEEN THEM COULD BE RESOLVED THROUGH THE COURTS AND A JURY, BUT THE PARTIES EXPRESSLY AGREE TO FOREGO THE TRADITIONAL LITIGATION SYSTEM IN FAVOR OF BINDING ARBITRATION.
B.Arbitration Rules and Applicable Law
The Parties agree that the Federal Arbitration Act ("FAA") will govern this Agreement to Arbitrate ("Agreement") and the interpretation and enforcement of the arbitration proceeding, including any actions to compel, enforce, vacate, or confirm proceedings, awards or orders issued by the Arbitrator. Proceedings under this Agreement will be administered by the AAA pursuant to its National Rules for the Resolution of Employment Disputes, except as provided in this Agreement. Except as provided in this Agreement or the AAA rules, the Arbitrator shall apply the state or federal law which would be applied by a federal court of competent jurisdiction, including laws establishing burdens of proof. This Agreement does not enlarge substantive rights of either party available under existing law. For the sake of clarity, Arbitrator under the FAA shall not have the authority to determine whether a timely filed HR 4445 claim is subject to this Agreement.
C.Initiation of Arbitration and Time Limits
A party may initiate arbitration proceedings under this Agreement by serving a written Request for Arbitration on AAA forms. The Request for Arbitration must describe the nature of the dispute and the specific remedy sought, and must be simultaneously mailed to all other parties to the dispute. Alternatively, employees of the Company may initiate arbitration proceedings by submitting a written Request for Arbitration (see attached form) to the Company's Human Resources Department, together with a $100 filing fee if an hourly employee or $150 if a salaried employee, which will promptly forward the Request to AAA. A Request for Arbitration must be filed within one (1) year of the date when the dispute first arose, unless the claim arises under a specific statute providing for a longer time to file a claim, in which case the statute shall govern. Any failure to timely request arbitration constitutes a complete waiver of all rights to raise any claims in any forum relating to any dispute that was subject to arbitration. The time limitations in this paragraph are not subject to any type of tolling.
D.The Arbitrator
All disputes will be resolved by a single Arbitrator selected from a list provided by AAA pursuant to AAA rules. The Arbitrator has the authority to rule on any motions regarding discovery or the pleadings, including motions to dismiss and for summary judgment, and, in doing so, shall apply the standards set forth in the Federal Rules of Civil Procedure, and to order any and all equitable or legal relief which a party could obtain from a court of competent jurisdiction on the basis of the claims made in the dispute. The arbitrator shall have no power to vary or ignore the terms of this Agreement and shall be bound by controlling law and the Federal Rules of Evidence.
E.Hearing Location
Unless the parties agree otherwise in writing, the hearing shall take place at the Company’s executive offices.
F.Arbitration Fees and Costs
The parties shall be responsible for their own attorneys' fees, witness fees, transcripts, copy costs, postponement/cancellation fees, travel, and discovery costs. If an employee initiates arbitration under this Agreement, he or she shall pay the first $100 of the filing fee if an hourly employee or $150 if a salaried employee, payable in full when the Request for Arbitration is filed. A Request for Arbitration shall not be deemed filed until this portion of the filing fee is tendered by the employee. The Company will be responsible for the balance of any filing fee and all other fees and administrative costs of the arbitration, except as set forth above.
G.Severability
In the event that any provision of this Agreement is determined by the Arbitrator or by a court of competent jurisdiction to be illegal, invalid or unenforceable to any extent, such provision shall be enforced to the extent permissible under the law and all remaining provisions of this Agreement shall remain in full force and effect.
H.Miscellaneous Provisions
1.The parties understand and agree that their promises to arbitrate claims, rather than to litigate them before courts or other bodies, provide consideration for each other.
2.This Agreement to arbitrate shall survive the termination of Employee's employment. It can only be revoked or modified in writing signed by the parties, which specifically states intent to revoke or modified this Agreement. Only the CEO of the Company can revoke or modify this Agreement on behalf of the Company.
3.This is the complete Agreement of the parties on the subject of arbitration of disputes, except for any arbitration agreement in connection with any retirement or benefit plan. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject.
4.This Agreement is not, and shall not be construed to create, any contract of employment, express or implied. Nor does this Agreement in any way alter the "at will" nature of the employment relationship, which either party remains free to terminate at any time with or without cause or notice.
DIRECT DIALOGUE PROGRAM AND MUTUAL AGREEMENT TO MEDIATE/ARBITRATE
ACKNOWLEDGMENT AND ACCEPTANCE
By my signature below, I acknowledge that I have received and read the Direct Dialogue Program and Mutual Agreement to Mediate/Arbitrate and will abide by it as a condition of my employment.
I understand that this program requires all covered disputes to be submitted to a mediator and (if necessary) an arbitrator, rather than a judge and jury in court. In anticipation of gaining the benefits of a fair and efficient method for resolving such disputes, I agree to all of the terms of, and to use the procedure described in, this Policy for the resolution of all covered claims. I also agree that any award made by an arbitrator will be binding on the Company, me, my representatives, parents, guardians, assigns, beneficiaries, spouse, children and heirs. I further acknowledge that the Direct Dialogue Program and Agreement to Mediate/Arbitrate do not create a contract of employment between the Company and me.
EMPLOYEE
Name: Michael Ringman
Signature: /s/ Michael Ringman
EXHIBIT B
Michael Ringman – Equity Summary
| # of Shares | Type | Offer Description | Grant Date | Vesting |
|---|---|---|---|---|
| 15,000 | RSU | Equity Grant | Two trading days after the Q1 FY26 earnings release | 4-year vesting (25% vests each year on the anniversary of the grant date) |
| 15,000 | PSU | Equity Grant | Two trading days after the Q1 FY26 earning release | 3-year vesting schedule. Performance metrics to be determined. |
Document
ibex. EXHIBIT 10.2
DATE: November 6, 2025
TO: Andreas Wilkens
RE: Separation Agreement and Release
Dear Andreas,
This Separation Agreement and Release sets forth the terms of your separation of employment from IBEX Global Solutions, Inc., including its subsidiaries and affiliated corporations, and their respective current and former successors, assigns, representatives, agents, shareholders, officers, directors and employees (collectively referred to as “IBEX”). As discussed, your employment with IBEX will terminate on September 30, 2025 (“Separation Date”). In consideration for signing this Agreement and in exchange for the promises, covenants and waivers set forth herein, IBEX will pay you the following amount subject to the terms and conditions set forth below:
Payments:
In accordance with the current Payroll schedule, since your employment ends on September 30, 2025, your final paycheck will be paid to you no later than October 10, 2025. In addition, after the Separation Date, and if you sign this Agreement, IBEX will also pay you separation pay, equal to twelve (12) months of pay paid over the regular payroll schedule beginning with pay date of November 10, 2025, with final payment on October 25, 2026. These payments will be less standard deductions for Federal, State and local income taxes including the employee portion of FICA, and any other employment tax deductions required by law. All withholdings for regular and separation pay will be made in accordance with the elections on file with IBEX payroll department. Any separation pay identified in this Agreement is subject to your compliance with your Offer Letter Agreement and this Agreement in regard to confidential information (not intended to interfere with your right under the National Labor Relations Act), intellectual property and post-employment obligations (the “Obligations”) as stated in the section titled “Release”.
Health Benefits: Your US health insurance benefits will end on the last day of the month in which you are actively employed which means these will end September 30, 2025. You will receive, under separate cover from the vendor, information regarding your rights to continue your health insurance benefits in accordance with COBRA at your expense. If you sign this Agreement and choose to enroll in COBRA, the company will reimburse you for the employer portion of your COBRA cost for up to twelve (12) months of COBRA. Eligibility for group life insurance and short-term and long-term disability insurance ends as of your Separation Date, September 30, 2025.
Restricted Stock Units Award: IBEX will accelerate 75% of the Year 1 vest (4,687 RSUs) of your RSU grant, effective as of your Separation Date. Pursuant to your Restricted Stock Units (“RSUs”) Notice with Ibex Limited under the Ibex Limited 2020 Long Term Incentive Plan (the “LTIP Plan”), all other unvested RSUs will terminate as of your Separation Date.
Page 1 of 7
/AW/ employee initials
Form W2: You will be able to view and print your US Form W2 through Workday. Please ensure you keep your address and contact information updated to avoid delay in receipt of this information.
Unemployment Insurance: You may be eligible for unemployment insurance benefits. Contact your state unemployment office for eligibility and process requirements. IBEX will respond timely, truthfully, adequately and completely to any request for information from the state unemployment office.
Release: In exchange for IBEX providing you with the above-referenced payments, and other good and valuable consideration you, on behalf of yourself and your past and future successors, predecessors, trustees, servants, custodians, heirs, administrators, assigns, representatives, and agents (collectively, the “Employee Parties”), does hereby finally, irrevocably and unconditionally remise, release, acquit, and discharge the Company and its affiliates, and each of their respective parents, subsidiaries, affiliates, successors, creditors, shareholders, predecessors, subrogees, trustees, servants, attorneys, examiners, receivers, liquidators, custodians, heirs, administrators, assigns, representatives, agents, advisers, partners, members, managers, directors and officers, and each of their respective past, present or future officers, directors, managers, members, stockholders, partners, employees, agents, insurers and plan fiduciaries, all individually and in any official capacity (collectively, the “Released Parties”), of and from any and all manners of action, causes of action, claims, suits (whether civil, administrative, investigative or informal), arbitrations, audits, hearings, investigations, litigations, orders, damages, costs, losses, debts, interest, accounts, contribution, obligations, reckonings, bonds, bills, covenants, controversies, agreements, guaranties, judgments, executions, obligations, counterclaims, demands, liabilities, fees (including attorneys’ fees and court costs) or expenses of any kind or nature whatsoever (collectively, the “Employee Claims”) related to any action, inaction, event, circumstance, or occurrence occurring or alleged to have occurred on or prior to the date that this Amendment is fully executed and delivered, whether known or unknown, matured or unmatured, suspected or unsuspected, foreseeable or unforeseeable, whether arising by statute, common law, in contract, tort or otherwise, of any kind, character or nature whatsoever which you ever had, now has, or (to the extent permitted by applicable law) which may subsequently accrue, including but not limited to all claims arising out of your employment relationship with the Company and any affiliate, including but not limited to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information.
Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; and all claims arising under or based on any foreign, federal, state or local law, statute, regulation or ordinance not expressly referenced above; provided, however, that the foregoing release and discharge:
i.shall not relieve Company of any non-monetary obligation owed to you that is set forth in the Agreement or this Amendment;
ii.shall not relieve the Company of its obligations to make the payments to you as set forth in Section 2 of this Amendment; and
iii.shall not include claims that cannot be released by law.
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/AW/ employee initials
Employee Covenant and Waiver: In addition to and without in any way limiting the foregoing, you, on behalf of yourself and the remaining Employee Parties, further covenant and agree to refrain forever from, directly or indirectly, asserting any claim or demand, commencing, instituting or causing to be commenced, or assisting any party in the commencement of, any action, suit (whether civil, administrative, investigative or informal), arbitration, audit, hearing, investigation, litigation or other proceeding of any kind or nature against any of the Released Parties, whether directly or derivatively, at law, equity or through any other method or means on account of or in any way arising out of or relating to the Employee Claims released herein, and you, on behalf of yourself and the remaining Employee Parties, hereby represents that you are not aware of any such claims having been filed as of the date of his execution of this Amendment. You, on behalf of yourself and the remaining Employee Parties, understand and agree that you and they are expressly waiving all Employee Claims against the Released Parties, including but not limited to, those Employee Claims that the Employee Parties may not know of or suspect to exist (and which if known, may have materially affected the decision to provide this release), and the Employee Parties expressly waive any rights under applicable law that provide to the contrary. The foregoing terms do not apply to the rights reserved under Sections 4(i), through 4(iii) above.
YOU, FOR YOURSELF AND THE EMPLOYEE PARTIES, AGREES THAT THE RELEASES IN THIS AGREEMENT ARE SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED, CHARGED OR PROVEN THAT ALL OR SOME OF THE CLAIMS OR DAMAGES RELEASED WERE SOLELY AND COMPLETELY CAUSED BY ANY ACTS OR OMISSIONS, WHETHER NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL OR OTHERWISE (OTHER THAN FRAUD), KNOWN OR UNKNOWN, OF OR BY ANY OF THE RELEASED PARTIES RELEASED HEREUNDER.
No Further Obligations By IBEX: Other than as set forth herein, you represent, warrant and acknowledge that IBEX owes you no wages, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay, stock options, or other compensation, or payments or continued coverage under the life insurance, disability insurance, medical and dental benefits, qualified or non-qualified retirement benefits or profit sharing benefits or forms of remuneration of any kind or nature, other than that specifically provided for in this Agreement.
Post-Employment Obligations: You agree that you will not disclose, or cause to be disclosed in any way, any eligible confidential information, trade secrets, or other proprietary information, which you in any way acquired during your prior employment with IBEX. The confidentiality non-disclosure period for matters not involving trade secrets or proprietary information is three years. Matters involving trade secrets or proprietary information shall be subject to the non-disclosure provisions until subject material is no longer a trade secret or said material is no longer subject to a copyright. You also acknowledge that any and all agreements pertaining to confidentiality and solicitation obligations entered into by you prior to your Separation Date, will remain in effect and binding regardless of whether or not you sign this Agreement to the extent it does not interfere with your rights under the National Labor Relations Act, as amended, or Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, as amended. It is understood and agreed that books, handbooks, manuals, files, papers, memoranda, letters, facsimile or other communications which you have in your possession that were written, authorized, signed, received or transmitted during your employment are and remain the property of IBEX. In addition, any such materials and company property, including laptops and cell phones, that were issued to you are to be returned to IT in working condition within 5 days of your end of employment or earlier if requested by your Manager.
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Post-Employment Covenants:
Non-Solicitation of Employees. Employee agrees that during his employment and for a 1-year period following termination of employment for any reason, Employee will not, without the prior written consent of the Company, directly or indirectly (including without limitation, through another entity in which the Employee is a partner, director, officer, employee, consultant, advisor, or shareholder of more than 5% of the entity’s outstanding equity) solicit, request, cause, or encourage any employee or consultant of the Company or of any of its affiliates, who were known to Employee during his employment, to terminate their employment or consulting relationship with the Company or any of its affiliates, or to leave employment or terminate their consulting relationship with the Company or of its affiliates for the purpose of accepting employment or a consulting relationship with a business engaged in offering services or products similar to, or competing with, or reasonably competing with, the services or products offered by the Company or any of its affiliates.
Non-Solicitation of Customers. Employee agrees that during his employment and for a 1-year period following termination of employment for any reason, Employee will not, without the prior written consent of the Company, directly or indirectly (including without limitation, through another entity in which the Employee is a partner, director, officer, employee, consultant, advisor, or shareholder of more than 5% of the entity’s outstanding equity) solicit, request, cause, or encourage any actual or prospective customer of the Company or of any of its affiliates, to modify, reduce, or terminate their actual or prospective customer relationships with the Company or any of its affiliates, or to otherwise do business with any business engaged in offering services or products similar to, or competing with, or reasonably competing with, the services or products offered by the Company or any of its affiliates. For clarity, “prospective customer” means a customer that has been identified as a target by the Chief Sales and Client Services Officer during the period of Employee’s employment.
Non-Compete. As consistent with your Employment Agreement to the extent not otherwise prohibited by applicable law, you agree that for a 12-month period following your Separation Date, you will not directly or indirectly engage, anywhere in the Restricted Area (as defined below), whether engagement be as an individual, officer, director, proprietor, employee, partner, member, investor, (other than solely as a holder of less than five percent (5%) of the outstanding equity of a corporate entity), creditor, consultant, advisor, sales representative, agent or other participant, in a Restricted Business (defined below).
•“Restricted Area” means region or regions in the United States where you have conducted business or services on behalf of Company as of your Separation Date.
•“Restricted Business” means any venture, enterprise, activity or business engaged in by the Company, and for which your duties extended during your employment, including but, not limited to, a competitor call center business.
Support to Litigation, Regulatory Matter, Investigations: Employee agrees to be available on a reasonable basis to assist the Released Parties with any investigation, claim, suit or other proceeding that is pending or threatened by or against the Released Parties. Released Parties agrees to reimburse Employee promptly after Employee submits receipts or other documents reasonably acceptable to Released Parties for Employee’s actual out-of-pocket expenses reasonably incurred and approved by Released Parties in connection with Employee’s performance under this Paragraph; provided, however, without limiting the provisions of any
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statutory or other contractual indemnification obligations owed to Employee, Employee shall not be entitled to any expense reimbursement for time spent testifying or otherwise cooperating in any matter in which Employee is a defendant in the proceeding or a named subject or target of the litigation, regulatory matter or investigation.
No Further Actions/Non-Disparagement: By executing this Agreement, you further agree that you have not and, to the fullest extent permitted by law, will not institute, assist or otherwise participate willingly or voluntarily in any non-governmental complaint, claim, charge, lawsuit, or action at law or otherwise against IBEX with respect to any act, omission, transaction or occurrence up to and including the date of your execution of this Agreement. Further, to the extent any action is instituted by any federal, state or local agency on your behalf with respect to any act, omission, transaction or occurrence up to and including the date of your execution of this Agreement, you agree to accept no monetary recovery in connection therewith. To the extent not prohibited by applicable law, both you and IBEX mutually agree not to issue any communication, written or otherwise, that contains disloyal, reckless or maliciously untrue statements against the other party with any entity including the Customers except as required by law. You further agree not to interfere in any manner with the operations of IBEX.
Consideration/Revocation/Advice of Counsel: Since upon execution by you, this letter will represent a bona fide agreement between you and IBEX you are encouraged to thoroughly review and consider its terms and consult with legal counsel before signing. Please return the signed document to Carrie Nelson by email at carrie.nelson@ibex.co or mail to 1717 Pennsylvania Ave NW Suite 825, Washington, D.C. 20006. You may take up to twenty-one (21) days (no later than November 27, 2025) to consider whether or not you wish to enter into this Agreement, although you may choose to sign the Agreement at any time following your Separation Date and before the expiration of such twenty-one (21) day period. You acknowledge that you are entering into this Agreement freely, knowingly, and voluntarily, with a full understanding of its terms. If you decide to execute this Agreement, you may revoke your acceptance within seven (7) days from the date on which you signed this Agreement (the “Revocation Period”). This Agreement is not effective or enforceable and no consideration shall be paid until the Revocation Period has expired without revocation of the Agreement. To be effective, any revocation within the seven (7) day Revocation Period must be submitted to me in writing on or before the end of the seventh (7th) day following your signing of this Agreement. You understand and acknowledge that the separation benefit identified above is in consideration beyond that to which you are already entitled to receive before entering into this Agreement.
Injunctive Relief: You agree that any breach of this Agreement by you may irreparably injure IBEX. Accordingly, IBEX may, in addition to pursuing monetary damages against you or any other remedies, obtain an injunction against you from any court having jurisdiction over the matter, restraining any further violation of this Agreement by you. If IBEX is successful in obtaining legal remedies against you for violation of this Agreement, you agree to reimburse IBEX for all of its legal fees and costs associated with such litigation. You further acknowledge and agree that waiver by IBEX of any breach or default by you of any terms of this Agreement shall not operate as a waiver of any other breach or default. In the event that any part of this Agreement is determined by a court to be overly restrictive or broad, thereby making it unenforceable, the court shall modify the Agreement as it deems appropriate in order to make it enforceable.
Entire Agreement/Choice of Law: With the exception of any prior agreements between you and IBEX as referenced in the paragraph entitled “Post-Employment Obligations”, above, this Agreement constitutes the
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entire Agreement between IBEX and you and supersedes and cancels all prior written and oral agreements concerning your separation from IBEX. This Agreement may not be changed or altered, except by writing signed by an authorized officer of IBEX and you. The parties acknowledge and agree that Delaware law shall govern any dispute that arises between them regarding the enforceability or interpretation of this Agreement. If any clause of this Agreement should ever be determined to be unenforceable, it is agreed that this will not affect the enforceability of any other clause or the remainder of this Agreement. Additionally, in the event that any of the restrictive covenants in this Agreement shall be found by a court of competent jurisdiction to be unreasonable by reason of its extending for too great a period of time or over too great a geographic area or by reason of its being too extensive in any other respect, then such restricting covenant shall be deemed modified to the minimum extent necessary to make it reasonable and enforceable under the circumstances.
If you have any questions, please feel free to call me. If you are in agreement with the foregoing, please sign, date and return this Agreement in full within the timeframe set forth above to Carrie Nelson by email at carrie.nelson@ibex.co or mail to 1717 Pennsylvania Ave NW Suite 825, Washington, D.C. 20006.
Andy, we thank you for your service to IBEX and wish you the best in your future endeavors.
Sincerely,
/s/ Paul Inson
Chief People Officer
cc: Christy O’Connor, Chief Legal Officer
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I HEREBY ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS TERMS, INCLUDING THE FULL AND FINAL RELEASE OF CLAIMS SET FORTH ABOVE. I FURTHER ACKNOWLEDGE THAT I HAVE VOLUNTARILY ENTERED INTO THIS AGREEMENT, THAT I HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY AND ENCOURAGED TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY.
/s/ Andreas Wilkens Andreas Wilkens
11/29/2025
DATE
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Document
EXHIBIT 10.3
IBEX GLOBAL JAMAICA LIMITED
AMENDED & RESTATED PHANTOM STOCK PLAN
Effective June 30, 2025 (“Effective Date”)
PREAMBLE
WHEREAS, IBEX Global Jamaica Limited (the "Company") desires to amend and restate the February 16, 2018 Phantom Stock Plan (the "Old Plan") by and between Ibex Global Jamaica Limited and Participants with this Amended and Restated Phantom Stock Plan (the “Plan”) in order to further adjust financial incentives to certain officers, employees, and consultants of the Company to better reflect changes in value of the Company and IBEX (as defined herein) and, thereby, align their interests with the Company's and IBEX's respective stockholders;
WHEREAS, the Company, IBEX and undersigned Participant intend to supersede and replace the Old Plan with the Plan contained herein.
NOW, THEREFORE, pursuant to due authorization of the Company, this Plan is hereby established on the following terms and conditions as of the above Effective Date.
ARTICLE I
DEFINITIONS
1.1Affiliate. A corporate parent, corporate subsidiary, limited liability company, partnership, or other business entity that is directly or indirectly wholly-owned or controlled by or under common control with, the Company, including (without limitation) IBEX.
1.2IBEX. IBEX Limited, a company formed under the laws of Bermuda.
1.3Agreement. A written agreement (including any amendment or supplement thereto) executed between the Company and a Participant specifying the terms and conditions of an Option granted to such Participant per the minimum requirements of Section 4.2.
1.4Applicable Laws. All applicable laws, rules, regulations, and requirements including, but not limited to, all applicable U.S. Federal or state laws and the applicable laws, rules, or regulations of any other country or jurisdiction where Options are granted under the Plan or where the Company, IBEX or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.
1.5Board. The board of directors of IBEX.
1.6Cause. Occurs with respect to a Participant, except as otherwise provided in the relevant Award Agreement, upon any of the following: (i) the Participant’s plea of guilty or nolo contendere to, or conviction of, (A) a felony (or its equivalent in a non-United States jurisdiction) or (B) other conduct of a
EXHIBIT 10.3
criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company or IBEX, any of its Affiliates or a successor to IBEX or an Affiliate, as determined by the Board or Committee in its sole discretion, or that legally prohibits the Participant from working for IBEX, any of its Subsidiaries or a successor to IBEX or a Subsidiary; (ii) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to IBEX, any of its Subsidiaries or a successor to IBEX or a Subsidiary, in any material respect; or (iii) the Participant’s failure, in any material respect, to (A) perform the Participant’s employment duties, (B) comply with the applicable policies of IBEX, or of its Subsidiaries, or a successor to IBEX or a Subsidiary, or (C) comply with covenants contained in any contract or Agreement to which the Participant is a party; provided, however, that the Participant shall be provided a written notice describing in reasonable detail the facts which are considered to give rise to a breach described in this clause (iii) and the Participant shall have 30 days following receipt of such written notice during which the Participant may remedy the condition and, if so remedied, no Cause for termination of service shall exist.
1.7Change in Control. Either (i) a sale of IBEX or the Company in one transaction or a series of related transactions, or a merger of IBEX or the Company, in each case where upon the completion of such transaction(s), the party(s) who equitably owned at least 50% of the issued voting stock of IBEX or the Company (as applicable) before such transaction(s), no longer equitably own 50% of the issued voting stock of IBEX or the Company after the transaction(s); or (ii) a sale of all or substantially all of the assets of IBEX or the Company.
1.8Code. The US Internal Revenue Code of 1986, as amended, or (as appropriate) other tax laws of other jurisdictions included under Applicable Laws.
1.9Committee. A committee designated by the Board to administer the Plan.
1.10Company. IBEX Global Jamaica Limited
1.11Exercise Price. The exercise price identified in an Agreement.
1.12Fair Market Value. On any given date, Fair Market Value shall be the price of a share of Stock on the applicable Exchange closing of that date.
1.13Participant. An officer, employee, or consultant of the Company who is selected by the Board or a Committee to receive an Option.
1.14Phantom Stock Option or Option. A right that is granted under the Plan to a Participant by the Company pursuant to Section 4.2. Any reference to a Phantom Stock Option or Option includes the Agreement(s) by which the Phantom Stock Option or Option is granted by the Company and accepted by the Participant.
1.15Plan. This Plan, including any amendments, revisions, or other changes hereto.
1.16Stock. The common shares of IBEX Limited.
EXHIBIT 10.3
ARTICLE II PURPOSE OF PLAN
The purpose of the Plan is to provide a cash performance incentive to officers, employees, and other persons providing services to the Company, and to align the interests of such individuals with those of IBEX and its Affiliates. The goal of the Plan is to allow Participants to share an interest in the long-term enhanced value of IBEX and to encourage them to remain in the employ of the Company and/or IBEX. The incentive is intended to reflect growth in the value of IBEX as shown by the performance of the Stock. Participants will have the opportunity (in the discretion of the Committee and/or the Board) to earn greater levels of participation in the Plan, through the award of additional Options, based upon their performance and longevity with the Company.
ARTICLE III ADMINISTRATION
3.1 Administration of Plan. The Plan shall be administered by the Board or a Committee thereof. The express grant in the Plan of any specific power to the Board or a Committee shall not be construed as limiting any power or authority of the Board or the Committee, provided that in the event of a conflict between a determination or action by the Board and the Committee, the Board's determination or action shall control. Any decision made or action taken by the Board and/or the Committee to administer the Plan shall be final and conclusive subject to the immediately foregoing sentence. No member of the Board or the Committee shall be liable for any act done with respect to this Plan or any Agreement or Option. The Company shall bear all expenses of Plan administration. In addition to all other authority vested with the Board and/or the Committee under the Plan, the Board and/or the Committee shall have complete authority to:
(a)Interpret all provisions of this Plan;
(b)Prescribe the form of any Agreement and notice and manner for executing or giving the same;
(c)Make amendments to all Agreements;
(d)Adopt, amend, and rescind rules for Plan administration; and
(e)Make all determinations it deems advisable for the administration of this Plan, including (but not limited to) determinations regarding the continuous service of a Participant, the satisfaction of vesting conditions under an Option, the termination of employment or other period of service and the existence of Cause.
3.2 Authority to Grant Options. The Board and/or the Committee shall have authority to grant an Option upon such terms the Board and/or the Committee deems appropriate and that are not inconsistent with the provisions of this Plan. Such terms may include conditions on the exercise of all or any part of an Option.
3.3 Service Status. The Board and/or the Committee shall determine the extent to which a leave of absence for military or government service, illness, temporary disability, or other reasons shall be treated as a termination or interruption of employment for purposes of determining questions of forfeiture and exercise of an Option after termination of employment.
EXHIBIT 10.3
ARTICLE IV
ELIGIBILITY AND LIMITATIONS ON OPTIONS
4.1 Participation. The Board and/or Committee may from time-to-time designate officers, employees, and other persons providing services to the Company (or Affiliates thereof) to whom Options are to be granted and who are eligible to become Participants. Such designation shall specify the number of shares of Stock subject to each Option. All Options granted under this Plan shall be evidenced by Agreements which shall be subject to applicable provisions of this Plan or such other provisions as the Board and/or the Committee may adopt that are not inconsistent with the Plan.
4.2 Grant of Options. Options may only be granted with the authorization of the Board and/or the Committee. No Option shall be deemed to be granted under this Plan to a Participant unless a written grant of Option is timely, fully signed and delivered by a properly authorized member of the Board and/or the Committee or an officer of the Company on the one hand, and the Participant on the other hand, thus forming an Agreement. To be valid under this Plan, an Agreement must contain, at minimum, an identification of the Participant, the number and type of shares that are subject to the Option, the Exercise Price per share, and vesting requirements.
4.3 Termination of Service. Except as provided in the applicable Award Agreement, upon Termination of Service during the applicable maximum exercise period, unexercised Options that are at that time of termination of service restrictions shall be forfeited; provided that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to unexercised Options will be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of unexercised Options.
4.4 Maximum Number of Options. The maximum number of Options available for issuance under this Plan is 200,000 Options reflecting 200,000 Shares of IBEX.
ARTICLE V
PHANTOM STOCK OPTIONS
5.1 Phantom Stock Option. A Phantom Stock Option is the right to receive upon exercise an amount in US Dollars equal to the difference between (a) the Fair Market Value of a share of Stock on the Exercise Date and (b) the Exercise Price of the Option per share of Stock. While Options issued under the Plan will be denominated in shares of Stock, Participants are not entitled to receive shares of Stock upon the exercise of an Option. The Company may, in its discretion, settle the US Dollar equivalent amount due upon exercise of an Option in the form of cash or any other property (other than shares of stock), and by any means deemed appropriate by the Board and/or the Committee.
5.2 Forfeitures. If any Option granted hereunder expires or terminates for any reason without having been exercised in full, the units of Phantom Stock Options subject thereto shall again be available for reissuance of Phantom Stock Option to Participants under the Plan.
EXHIBIT 10.3
ARTICLE VI
TERMS OF PHANTOM STOCK OPTIONS
6.1 Exercise Price. The Exercise Price of an Option shall be the price set forth in the relevant Agreement.
6.2 Right to Exercise. An Option shall be exercisable to the extent it has become vested or upon any date established by the Board and/or the Committee, as is provided for in an Agreement and/or the Plan. The first date when an Option may be exercised ("Exercise Date") and the vesting schedule of an Option shall be as specified in the Agreement. In no event may an Option be exercised before the conclusion of the six-month period following the initial public offering ("IPO Period") of IBEX's Stock on a qualified stock exchange such as the NASDAQ or NYSE (an "Exchange").
6.3 Maximum Exercise Period. The maximum period in which an Option may be exercised shall be ten years from the date of issuance or as otherwise determined by the Board and/or the Committee and specified in an Agreement. All of a Participant's unvested Options shall terminate on the date the Participant's employment with the Company or IBEX terminates, or as otherwise provided herein upon termination of employment, death, disability, or a Change in Control unless such termination is for Cause. In the event that a Participant is terminated for Cause, all Options, whether vested or unvested, shall terminate on the date the Participant’s employment with the Company or IBEX terminates. In the event that a Participant terminates service with the Company for reasons other than Cause, all unexercised vested Options shall terminate ninety (90) days following the date that Participant terminates service with the Company for non-Cause reasons, unless the Award Agreement states otherwise.
6.4 Transferability. Generally, any Option granted under this Plan shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant. In the event of death or Disability, the Board and/or the Committee may make its own determination, in its sole and absolute discretion, regarding payment of any amount due hereunder (including without limitation interpleader or any similar procedure, with expenses thereof to be deducted from such amount), and the Boar and/or the Committee shall have no liability to any party regarding such determination and such payment. Provided, further, that no right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation or liability of such Participant.
ARTICLE VII OPTION EXERCISE
7.1 Exercise. Unless otherwise provided herein, an Option granted hereunder shall be deemed to have been validly exercised on the date on which the Company receives written notice from a Participant with vested Options that the Participant seeks to exercise some or all of those vested Options pursuant to their applicable Agreement. In no event shall any Option granted hereunder be exercisable prior to the conclusion of the IPO Period or during any IBEX employee Lock-out period mandated by an Exchange. Any exercise will further be subject to the Black Out Periods as set forth in the IBEX Insider Trading Policy and to the limitations of Section 7.5 and Article IX and is subject to additional qualifications and requirements as the Board and/or the Committee may issue in their sole discretion.
7.2 Procedures for Exercise. In order to exercise all or any portion of an Option that is vested and exercisable, the Participant shall give written notice to the Company of intent to exercise in accordance with the Agreement in the form attached hereto as Appendix A, and shall designate therein the number of
EXHIBIT 10.3
shares of Stock that relate to the portion of the Option that Participant is exercising. On a date no later than 90 days following the Exercise Date, the Company shall deliver to the Participant who has issued a valid exercise notice, an amount equal to the product of: (i) the number of shares that relate to the portion of the Option being exercised, and (ii) the difference between the Fair Market Value per share, which shall be the price of the IBEX shares on an Exchange at the closing of trading on the day such notice is received (such notice must be received by 4:30 p.m. EST or it will be considered received on the following business day), and the Exercise Price per share for the Option. Notwithstanding the foregoing, any exercise and payment on any Option is subject to the restrictions set forth in this Plan and/or the Agreement. In the event of a conflict between the provision of the Plan and an Agreement, the Plan shall control.
7.3 Withholding Tax Requirements. All payments under the Plan will be treated as ordinary payroll disbursements to the Participant and will be (without limitation) subject to withholdings and deductions that may be required by the applicable taxing jurisdiction on payments to the Participant.
7.4 No Shareholder Rights. A Participant shall not have any rights as a holder of any shares of Stock under any circumstances whatsoever.
7.5 Payment Restrictions. The exercise of an Option and payments due thereunder are subject to restriction as specified in this Section 7.5.
(a)The Company shall not be required to make a payment due under an Option, or any installment payment due under this Section, if such payment would violate any restriction or covenant: (a) with an Exchange; (b) in any loan agreement to which the Company is a party; or with any Applicable Law of any kind.
(b)The exercise of an Option is conditioned on the Board and/or the Committee determining that such exercise would not breach any corporate governance code adopted by the Company or an Affiliate (as appropriate), the rules of any applicable Exchange, or any Applicable Laws.
ARTICLE VIII
ADJUSTMENT UPON CORPORATE CHANGES
8.1 Adjustments to Shares. In the event of any corporate event or transaction (including a change in the Stock), such as a reclassification, recapitalization, merger, consolidation, reorganization, or stock split, reverse stock split, spin-off, split-up, combination or exchange of shares of Stock, or other like change in corporate structure, partial or complete liquidation of IBEX or extraordinary dividend distribution (other than normal cash dividends) to stockholders of IBEX, or any similar corporate event or transaction, the Board and/or the Committee may substitute or adjust, as applicable, the number, class, and kind of securities that are the subject of Options under the Plan and outstanding Options, including the number, class and kind of securities, and/or the Exercise Price of the Options; and other value determinations applicable to outstanding Options,; provided, however, that the number of shares of Stock represented by any Option shall be calculated as a whole number. The Board and/or the Committee may also make appropriate adjustments and modifications in the terms of any outstanding Options to reflect or related to any such events, adjustments, substitutions or changes. All determinations of the Board and/or the Committee as to such adjustments or changes, if any, under this Section 8.1 shall be conclusive and binding on the Participants.
EXHIBIT 10.3
8.2 Effect of Certain Transactions. The provisions of this Section 8.2 shall apply to the extent that an Agreement does not otherwise expressly address the matters contained herein. If there is an event which results in a Change in Control, as defined herein, then, whether or not the vesting requirements set forth in any Agreement have been satisfied, all Options that are outstanding at the time of the Change in Control shall be terminated.
8.3 No Adjustment upon Certain Transactions. The issuance by IBEX of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of IBEX convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Options.
ARTICLE IX
COMPLIANCE WITH LAW AND REGULATORY APPROVAL
9.1 General. No Option shall be exercisable, and no payment shall be made under this Plan except in compliance with all Applicable Laws, the rules of an Exchanges or self-regulatory organizations on which the Stock may be listed. The Company, IBEX, the Board, and the Committee shall each have the right to rely on an opinion of its counsel as to such compliance.
9.2 Representations by Participants. As a condition to the exercise of an Option, the Company may require a Participant to represent and warrant at the time of any such exercise with respect to any matter as may be necessary for the Company, IBEX, the Board, or the Committee to comply with Applicable Laws and the rules of an Exchanges or self- regulatory organizations on which the Stock may be listed. IBEX, the Company, the Board and/or the Committee may also require such other action or agreement by the Participants as may from time to time be necessary to comply with such Applicable Laws, Exchanges and organizations.
ARTICLE X
GENERAL PROVISIONS
10.1 Effect on Employment. Neither this Plan, nor its operation including failure of an Option to vest or its forfeiture, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company, IBEX or an Affiliate or in any way affect any right and power of the Company to terminate the employment of any employee at any time with or without assigning a reason therefor.
10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded, and neither the Company, IBEX nor any Affiliate shall be required to segregate any assets that may at any time be represented by Options issued under this Plan. Any liability of the Company, IBEX or any Affiliate to any person with respect to any Option granted under this Plan shall be based solely upon contractual obligations that may be created hereunder. No such obligation of the Company, IBEX or any Affiliate shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company, IBEX or an Affiliate.
10.3 Rules of Construction. Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The masculine gender when used herein refers to both masculine and
EXHIBIT 10.3
feminine. The reference to any statute, regulation or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.
10.4 Governing Law and Venue. Applicable Laws shall apply to all matters arising under this Plan. Any dispute under this Plan must be adjudicated in the courts and under the laws of Jamaica.
10.5 Amendment. The Board may amend or terminate this Plan at any time and for any reason in its sole discretion, including but not limited to terminating this Plan and all Options granted thereunder, whether for consideration or not. Any such amendment or termination shall be communicated to then-existing Participants in writing.
10.6 Duration of Plan. This Plan shall continue until the earlier to occur of (i) June 30, 2035; or (ii) termination by the Board pursuant to Section 10.5.
[signature on following page]
EXHIBIT 10.3
IN WITNESS WHEREOF, the undersigned has executed this Plan to be effective as of the Effective Date.
IBEX Global Jamaica Limited
By: /s/ Robert Dechant
Robert T. Dechant
Director
EXHIBIT 10.3
APPENDIX A
EXERCISE FORM
VIA EMAIL
Equity Administrator of Ibex Global Jamaica Limited Phantom Stock Plan
c/o Office of the Corporate Secretary
IBEX Limited
1717 Pennsylvania Ave., NW
Suite 825
Washington, DC 20006
insidertradingofficer@ibex.co
Dear Administrator:
I hereby exercise the option(s) granted to me on ____________, 20__, (hereinafter “Option”) pursuant to the Ibex Global Jamaica Limited (the “Company”) Phantom Stock Plan (the “Plan”), subject to all the terms and provisions of the applicable grant agreement and the Plan, and notify you of my desire to exercise ____________ of my vested Options as of the date this notice is received by the Company.
It is understood by me that on a date no later than 90 days following the Exercise Date, the Company shall deliver to me an amount in United States Dollars equal to the product of: (i) the number of shares that relate to the portion of the Option being exercised, and (ii) the difference between the Fair Market Value per share, which shall be the price of the IBEX Limited common shares on the Nasdaq Exchange at the close of trading on the day such notice is received by the Company (such notice must be received by 4:30 p.m. EST or it will be considered received on the following business day), and the Exercise Price per share for the Option.
Exercise Date:________________________ ____________________________________
Participant Signature
____________________________________
Participant Printed Name
Received by IBEX LIMITED on behalf of IBEX Global Jamaica Limited as of:
___________________________, ____
By: ________________________________
Document
EXHIBIT 10.4
IBEX GLOBAL SOLUTIONS (PHILIPPINES) INC. AMENDED & RESTATED PHANTOM STOCK PLAN
Effective June 30, 2025 (“Effective Date”)
PREAMBLE
WHEREAS, IBEX Global Solutions (Philippines) Inc. (the "Company") desires to amended and restate the February 16, 2018 Phantom Stock Plan (the "Old Plan") by and between IBEX Global Solutions (Philippines) Inc. and Participants with this Amended and Restated Phantom Stock Plan (the “Plan”) in order to further adjust financial incentives to certain officers, employees, and consultants of the Company to better reflect changes in value of the Company and IBEX as defined herein and, thereby, align their interests with the Company's and IBEX's respective stockholders;
WHEREAS, the Company and IBEX intend to supersede and replace the Old Plan with the Plan contained herein.
NOW, THEREFORE, pursuant to due authorization of the Company, this Plan is hereby established on the following terms and conditions as of the above Effective Date.
ARTICLE I
DEFINITIONS
1.1Affiliate. A corporate parent, corporate subsidiary, limited liability company, partnership, or other business entity that is directly or indirectly wholly-owned or controlled by or under common control with, the Company, including (without limitation) IBEX.
1.2IBEX. IBEX Limited, a company formed under the laws of Bermuda.
1.3Agreement. A written agreement (including any amendment or supplement thereto) executed between the Company and a Participant specifying the terms and conditions of an Option granted to such Participant per the minimum requirements of Section 4.2.
1.4Applicable Laws. All applicable laws, rules, regulations, and requirements including, but not limited to, all applicable U.S. Federal or state laws and the applicable laws, rules, or regulations of any other country or jurisdiction where Options are granted under the Plan or where the Company, IBEX or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.
1.5Board. The board of directors of IBEX.
1.6Cause. Occurs with respect to a Participant, except as otherwise provided in the relevant Award Agreement, upon any of the following: (i) the Participant’s plea of guilty or nolo contendere to, or conviction of, (A) a felony (or its equivalent in a non-United States jurisdiction) or (B) other conduct of a
criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company or IBEX, any of its Affiliates or a successor to IBEX or an Affiliate, as determined by the Board or Committee in its sole discretion, or that legally prohibits the Participant from working for IBEX, any of its Subsidiaries or a successor to IBEX or a Subsidiary; (ii) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to IBEX, any of its Subsidiaries or a successor to IBEX or a Subsidiary, in any material respect; or (iii) the Participant’s failure, in any material respect, to (A) perform the Participant’s employment duties, (B) comply with the applicable policies of IBEX, or of its Subsidiaries, or a successor to IBEX or a Subsidiary, or (C) comply with covenants contained in any contract or Agreement to which the Participant is a party; provided, however, that the Participant shall be provided a written notice describing in reasonable detail the facts which are considered to give rise to a breach described in this clause (iii) and the Participant shall have 30 days following receipt of such written notice during which the Participant may remedy the condition and, if so remedied, no Cause for termination of service shall exist.
1.7Change in Control. Either (i) a sale of IBEX or the Company in one transaction or a series of related transactions, or a merger of IBEX or the Company, in each case where upon the completion of such transaction(s), the party(s) who equitably owned at least 50% of the issued voting stock of IBEX or the Company (as applicable) before such transaction(s), no longer equitably own 50% of the issued voting stock of IBEX or the Company after the transaction(s); or (ii) a sale of all or substantially all of the assets of IBEX or the Company.
1.8Code. The US Internal Revenue Code of 1986, as amended, or (as appropriate) other tax laws of other jurisdictions included under Applicable Laws.
1.9Committee. A committee designated by the Board to administer the Plan.
1.10Company. IBEX Global Solutions (Philippines) Inc.
1.11Exercise Price. The exercise price identified in an Agreement.
1.12Fair Market Value. On any given date, Fair Market Value shall be the price of a share of Stock on the applicable Exchange closing of that date.
1.13Participant. An officer, employee, or consultant of the Company who is selected by the Board or a Committee to receive an Option.
1.14Phantom Stock Option or Option. A right that is granted under the Plan to a Participant by the Company pursuant to Section 4.2. Any reference to a Phantom Stock Option or Option includes the Agreement(s) by which the Phantom Stock Option or Option is granted by the Company and accepted by the Participant.
1.15Plan. This Plan, including any amendments, revisions, or other changes hereto.
1.16Stock. The common shares of IBEX Limited.
ARTICLE II PURPOSE OF PLAN
The purpose of the Plan is to provide a cash performance incentive to officers, employees, and other persons providing services to the Company, and to align the interests of such individuals with those of IBEX and its Affiliates. The goal of the Plan is to allow Participants to share an interest in the long-term enhanced value of IBEX and to encourage them to remain in the employ of the Company and/or IBEX. The incentive is intended to reflect growth in the value of IBEX as shown by the performance of the Stock. Participants will have the opportunity (in the discretion of the Committee and/or the Board) to earn greater levels of participation in the Plan, through the award of additional Options, based upon their performance and longevity with the Company.
ARTICLE III ADMINISTRATION
3.1 Administration of Plan. The Plan shall be administered by the Board or a Committee thereof. The express grant in the Plan of any specific power to the Board or a Committee shall not be construed as limiting any power or authority of the Board or the Committee, provided that in the event of a conflict between a determination or action by the Board and the Committee, the Board's determination or action shall control. Any decision made or action taken by the Board and/or the Committee to administer the Plan shall be final and conclusive subject to the immediately foregoing sentence. No member of the Board or the Committee shall be liable for any act done with respect to this Plan or any Agreement or Option. The Company shall bear all expenses of Plan administration. In addition to all other authority vested with the Board and/or the Committee under the Plan, the Board and/or the Committee shall have complete authority to:
(a)Interpret all provisions of this Plan;
(b)Prescribe the form of any Agreement and notice and manner for executing or giving the same;
(c)Make amendments to all Agreements;
(d)Adopt, amend, and rescind rules for Plan administration; and
(e)Make all determinations it deems advisable for the administration of this Plan, including (but not limited to) determinations regarding the continuous service of a Participant, the satisfaction of vesting conditions under an Option, the termination of employment or other period of service and the existence of Cause.
3.2 Authority to Grant Options. The Board and/or the Committee shall have authority to grant an Option upon such terms the Board and/or the Committee deems appropriate and that are not inconsistent with the provisions of this Plan. Such terms may include conditions on the exercise of all or any part of an Option.
3.3 Service Status. The Board and/or the Committee shall determine the extent to which a leave of absence for military or government service, illness, temporary disability, or other reasons shall be treated as a termination or interruption of employment for purposes of determining questions of forfeiture and exercise of an Option after termination of employment.
ARTICLE IV
ELIGIBILITY AND LIMITATIONS ON OPTIONS
4.1 Participation. The Board and/or Committee may from time-to-time designate officers, employees, and other persons providing services to the Company (or Affiliates thereof) to whom Options are to be granted and who are eligible to become Participants. Such designation shall specify the number of shares of Stock subject to each Option. All Options granted under this Plan shall be evidenced by Agreements which shall be subject to applicable provisions of this Plan or such other provisions as the Board and/or the Committee may adopt that are not inconsistent with the Plan.
4.2 Grant of Options. Options may only be granted with the authorization of the Board and/or the Committee. No Option shall be deemed to be granted under this Plan to a Participant unless a written grant of Option is timely, fully signed and delivered by a properly authorized member of the Board and/or the Committee or an officer of the Company on the one hand, and the Participant on the other hand, thus forming an Agreement. To be valid under this Plan, an Agreement must contain, at minimum, an identification of the Participant, the number and type of shares that are subject to the Option, the Exercise Price per share, and vesting requirements.
4.3 Termination of Service. Except as provided in the applicable Award Agreement, upon Termination of Service during the applicable maximum exercise period, unexercised Options that are at that time of termination of service restrictions shall be forfeited; provided that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to unexercised Options will be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of unexercised Options.
4.4 Maximum Number of Options. The maximum number of Options available for issuance under this Plan is 400,000 Options reflecting 400,000 Shares of IBEX.
ARTICLE V
PHANTOM STOCK OPTIONS
5.1 Phantom Stock Option. A Phantom Stock Option is the right to receive upon exercise an amount in US Dollars equal to the difference between (a) the Fair Market Value of a share of Stock on the Exercise Date and (b) the Exercise Price of the Option per share of Stock. While Options issued under the Plan will be denominated in shares of Stock, Participants are not entitled to receive shares of Stock upon the exercise of an Option. The Company may, in its discretion, settle the US Dollar equivalent amount due upon exercise of an Option in the form of cash or any other property (other than shares of stock), and by any means deemed appropriate by the Board and/or the Committee.
5.2 Forfeitures. If any Option granted hereunder expires or terminates for any reason without having been exercised in full, the units of Phantom Stock Options subject thereto shall again be available for reissuance of Phantom Stock Option to Participants under the Plan.
ARTICLE VI
TERMS OF PHANTOM STOCK OPTIONS
6.1 Exercise Price. The Exercise Price of an Option shall be the price set forth in the relevant Agreement.
6.2 Right to Exercise. An Option shall be exercisable to the extent it has become vested or upon any date established by the Board and/or the Committee, as is provided for in an Agreement and/or the Plan. The first date when an Option may be exercised ("Exercise Date") and the vesting schedule of an Option shall be as specified in the Agreement. In no event may an Option be exercised before the conclusion of the six-month period following the initial public offering ("IPO Period") of IBEX's Stock on a qualified stock exchange such as the NASDAQ or NYSE (an "Exchange").
6.3 Maximum Exercise Period. The maximum period in which an Option may be exercised shall be ten years from the date of issuance or as otherwise determined by the Board and/or the Committee and specified in an Agreement. All of a Participant's unvested Options shall terminate on the date the Participant's employment with the Company or IBEX terminates, or as otherwise provided herein upon termination of employment, death, disability, or a Change in Control unless such termination is for Cause. In the event that a Participant is terminated for Cause, all Options, whether vested or unvested, shall terminate on the date the Participant’s employment with the Company or IBEX terminates. In the event that a Participant terminates service with the Company for reasons other than Cause, all unexercised vested Options shall terminate ninety (90) days following the date that Participant terminates service with the Company for non-Cause reasons, unless the Award Agreement states otherwise.
6.4 Transferability. Generally, any Option granted under this Plan shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Participant only by the Participant. In the event of death or Disability, the Board and/or the Committee may make its own determination, in its sole and absolute discretion, regarding payment of any amount due hereunder (including without limitation interpleader or any similar procedure, with expenses thereof to be deducted from such amount), and the Boar and/or the Committee shall have no liability to any party regarding such determination and such payment. Provided, further, that no right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation or liability of such Participant.
ARTICLE VII OPTION EXERCISE
7.1 Exercise. Unless otherwise provided herein, an Option granted hereunder shall be deemed to have been validly exercised on the date on which the Company receives written notice from a Participant with vested Options that the Participant seeks to exercise some or all of those vested Options pursuant to their applicable Agreement. In no event shall any Option granted hereunder be exercisable prior to the conclusion of the IPO Period or during any IBEX employee Lock-out period mandated by an Exchange. Any exercise will further be subject to the Black Out Periods as set forth in the IBEX Insider Trading Policy and any to the limitations of Section 7.5 and Article IX, and is subject to additional qualifications and requirements as the Board and/or the Committee may issue in their sole discretion.
7.2 Procedures for Exercise. In order to exercise all or any portion of an Option that is vested and exercisable, the Participant shall give written notice to the Company of intent to exercise in accordance
with the Agreement in the form attached hereto as Appendix A, and shall designate therein the number of shares of Stock that relate to the portion of the Option that Participant is exercising. On a date no later than 90 days following the Exercise Date, the Company shall deliver to the Participant who has issued a valid exercise notice, an amount equal to the product of: (i) the number of shares that relate to the portion of the Option being exercised, and (ii) the difference between the Fair Market Value per share, which shall be the price of the IBEX shares on an Exchange at the closing of trading on the day such notice is received (such notice must be received by 4:30 p.m. EST or it will be considered received on the following business day), and the Exercise Price per share for the Option. Notwithstanding the foregoing, any exercise and payment on any Option is subject to the restrictions set forth in this Plan and/or the Agreement. In the event of a conflict between the provision of the Plan and an Agreement, the Plan shall control.
7.3 Withholding Tax Requirements. All payments under the Plan will be treated as ordinary payroll disbursements to the Participant and will be (without limitation) subject to withholdings and deductions that may be required by the applicable taxing jurisdiction on payments to the Participant.
7.4 No Shareholder Rights. A Participant shall not have any rights as a holder of any shares of Stock under any circumstances whatsoever.
7.5 Payment Restrictions. The exercise of an Option and payments due thereunder are subject to restriction as specified in this Section 7.5.
(a)The Company shall not be required to make a payment due under an Option, or any installment payment due under this Section, if such payment would violate any restriction or covenant: (a) with an Exchange; (b) in any loan agreement to which the Company is a party; or with any Applicable Law of any kind.
(b)The exercise of an Option is conditioned on the Board and/or the Committee determining that such exercise would not breach any corporate governance code adopted by the Company or an Affiliate (as appropriate), the rules of any applicable Exchange, or any Applicable Laws.
ARTICLE VIII
ADJUSTMENT UPON CORPORATE CHANGES
8.1 Adjustments to Shares. In the event of any corporate event or transaction (including a change in the Stock), such as a reclassification, recapitalization, merger, consolidation, reorganization, or stock split, reverse stock split, spin-off, split-up, combination or exchange of shares of Stock, or other like change in corporate structure, partial or complete liquidation of IBEX or extraordinary dividend distribution (other than normal cash dividends) to stockholders of IBEX, or any similar corporate event or transaction, the Board and/or the Committee may substitute or adjust, as applicable, the number, class, and kind of securities that are the subject of Options under the Plan and outstanding Options, including the number, class and kind of securities, and/or the Exercise Price of the Options; and other value determinations applicable to outstanding Options,; provided, however, that the number of shares of Stock represented by any Option shall be calculated as a whole number. The Board and/or the Committee may also make appropriate adjustments and modifications in the terms of any outstanding Options to reflect or related to any such events, adjustments, substitutions or changes. All determinations of the Board and/or the Committee as to such adjustments or changes, if any, under this Section 8.1 shall be conclusive and binding on the Participants.
8.2 Effect of Certain Transactions. The provisions of this Section 8.2 shall apply to the extent that an Agreement does not otherwise expressly address the matters contained herein. If there is an event which results in a Change in Control, as defined herein, then, whether or not the vesting requirements set forth in any Agreement have been satisfied, all Options that are outstanding at the time of the Change in Control shall be terminated.
8.3 No Adjustment upon Certain Transactions. The issuance by IBEX of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of IBEX convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Options.
ARTICLE IX
COMPLIANCE WITH LAW AND REGULATORY APPROVAL
9.1 General. No Option shall be exercisable and no payment shall be made under this Plan except in compliance with all Applicable Laws, the rules of an Exchanges or self-regulatory organizations on which the Stock may be listed. The Company, IBEX, the Board, and the Committee shall each have the right to rely on an opinion of its counsel as to such compliance.
9.2 Representations by Participants. As a condition to the exercise of an Option, the Company may require a Participant to represent and warrant at the time of any such exercise with respect to any matter as may be necessary for the Company, IBEX, the Board, or the Committee to comply with Applicable Laws and the rules of an Exchanges or self- regulatory organizations on which the Stock may be listed. IBEX, the Company, the Board and/or the Committee may also require such other action or agreement by the Participants as may from time to time be necessary to comply with such Applicable Laws, Exchanges and organizations.
ARTICLE X
GENERAL PROVISIONS
10.1 Effect on Employment. Neither this Plan, nor its operation including failure of an Option to vest or its forfeiture, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company, IBEX or an Affiliate or in any way affect any right and power of the Company to terminate the employment of any employee at any time with or without assigning a reason therefor.
10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded, and neither the Company, IBEX nor any Affiliate shall be required to segregate any assets that may at any time be represented by Options issued under this Plan. Any liability of the Company, IBEX or any Affiliate to any person with respect to any Option granted under this Plan shall be based solely upon contractual obligations that may be created hereunder. No such obligation of the Company, IBEX or any Affiliate shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company, IBEX or an Affiliate.
10.3 Rules of Construction. Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The masculine gender when used herein refers to both masculine and
feminine. The reference to any statute, regulation or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.
10.4 Governing Law and Venue. Applicable Laws shall apply to all matters arising under this Plan. Any dispute under this Plan must be adjudicated in the courts and under the laws of the Philippines.
10.5 Amendment. The Board may amend or terminate this Plan at any time and for any reason in its sole discretion, including but not limited to terminating this Plan and all Options granted thereunder, whether for consideration or not. Any such amendment or termination shall be communicated to then-existing Participants in writing.
10.6 Duration of Plan. This Plan shall continue until the earlier to occur of (i) June 30, 2035; or (ii) termination by the Board pursuant to Section 10.5.
IN WITNESS WHEREOF, the undersigned has executed this Plan to be effective as of June 30, 2025.
IBEX Global Solutions (Philippines) Inc.
By: /s/ Robert Dechant
Robert T. Dechant, Director
APPENDIX A
[FORM OF EXERCISE NOTICE]
EXERCISE FORM
VIA EMAIL
Equity Administrator of Ibex Global Solutions (Philippines), Inc. Phantom Stock Plan
c/o Office of the Corporate Secretary
IBEX Limited
1717 Pennsylvania Avenue, NW
Suite 825
Washington, DC 20006
insidertradingofficer@ibex.co
Dear Administrator:
I hereby exercise the option(s) granted to me on ____________, 20__, (hereinafter “Option”) pursuant to the Ibex Global Solutions (Philippines), Inc. (the “Company”) Phantom Stock Plan (the “Plan”), subject to all the terms and provisions of the applicable grant agreement and the Plan, and notify you of my desire to exercise ____________ of my vested Option as of the date this notice is received by the Company.
It is understood by me that on a date no later than 90 days following the Exercise Date, the Company shall deliver to me an amount in United States Dollars equal to the product of: (i) the number of shares that relate to the portion of the Option being exercised, and (ii) the difference between the Fair Market Value per share, which shall be the price of the IBEX Limited common shares on the Nasdaq Exchange at the close of trading on the day such notice is received by the Company (such notice must be received by 4:30 p.m. EST or it will be considered received on the following business day), and the Exercise Price per share for the Option.
Exercise Date:________________________ ____________________________________
Participant Signature
____________________________________
Printed Name
Received by IBEX LIMITED on behalf of IBEX Global Solutions (Philippines), Inc. as of: ___________________________, ____
By: ________________________________
Document
EXHIBIT 10.5
IBEX LIMITED AMENDED AND RESTATED
2020 LONG-TERM INCENTIVE PLAN
1.History; Existence of the Plan.
IBEX LIMITED, a Bermuda exempted company (“IBEX”), has established the IBEX 2020 LONG-TERM INCENTIVE PLAN, as set forth herein, and as the same may be amended from time to time (the “Plan”). The Plan was originally effective on the Adoption Date. The Plan was subsequently amended on January 14, 2022 to provide for an increase in the shares available under the Plan (the “Amendment Date”) and is hereby further amended and restated, effective as of December 5, 2025 (the “Amendment and Restatement Date”).
Since the Adoption Date, no awards have been made under the IBEX Holdings Limited 2017 Share Plan or the IBEX Holdings Limited 2018 Restricted Share Plan (such plan referred to as the “2018 Plan”).
2.Purposes of the Plan.
The Plan is designed to:
(a)promote the long-term financial interests and growth of IBEX and its Subsidiaries (together, the “Company”) by attracting and retaining management and other personnel of IBEX and other Eligible Individuals.
(b)motivate management personnel by means of growth-related incentives to achieve long-range goals; and
(c)further the alignment of interests of Participants with those of the shareholders of IBEX through opportunities for increased share or share-based ownership in IBEX.
Toward these objectives, the Administrator may grant share options, share appreciation rights, share awards, share units, performance shares, performance units, and other share-based awards to eligible individuals on the terms and subject to the conditions set forth in the Plan.
3.Terminology.
Except as otherwise specifically provided in an Award Agreement, capitalized words and phrases used in the Plan or an Award Agreement shall have the meaning set forth in the glossary at Section 17 of the Plan or as defined the first place such word or phrase appears in the Plan.
4.Administration.
(a)Administration of the Plan. The Plan shall be administered by the Administrator.
(b)Powers of the Administrator. The Administrator shall, except as otherwise provided under the Plan, have plenary authority, in its sole and absolute discretion, to grant Awards pursuant to the terms of the Plan to Eligible Individuals and to take all other actions necessary or desirable to carry out the purpose and intent of the Plan. Among other things, the Administrator shall have the authority, in its sole and absolute discretion, subject to the terms and conditions of the Plan to:
(i)determine the Eligible Individuals to whom, and the time or times at which, Awards shall
be granted;
(ii)determine the types of Awards to be granted any Eligible Individual;
(iii)determine the number of Common Shares to be covered by or used for reference purposes for each Award or the value to be transferred pursuant to any Award;
(iv)determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (A) the purchase price of any Common Shares, (B) the method of payment for shares purchased pursuant to any Award, (C) the method for satisfying any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of Common Shares, (D) the timing, terms and conditions of the exercisability, vesting or payout of any Award or any shares acquired pursuant thereto, (E) the Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (F) the time of the expiration of any Award, (G) the effect of the Participant’s Termination of Service on any of the foregoing, and (H) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto as the Administrator shall consider to be appropriate and not inconsistent with the terms of the Plan;
(v)subject to Sections 7(e) 10(c) and 15, modify, amend or adjust the terms and conditions of any Award, including but not limited to, any such modification, amendment or substitution that results in repricing of the Award which may be made without prior stockholder approval;
(vi)accelerate or otherwise change the time at or during which an Award may be exercised or becomes payable and waive or accelerate the lapse, in whole or in part, of any restriction, condition or risk of forfeiture with respect to such Award; provided, however, that, except in connection with death, disability or a Change in Control, no such change, waiver or acceleration to any Award that is considered “deferred compensation” within the meaning of Section 409A or Section 457A of the Code (to the extent applicable) if the effect of such action is inconsistent with Section 409A or Section 457A of the Code;
(vii)determine whether an Award will be paid or settled in cash, Common Shares, or in any combination thereof and whether, to what extent and under what circumstances cash or Common Shares payable with respect to an Award shall be deferred either automatically or at the election of the Participant;
(viii)for any purpose, including but not limited to, qualifying for preferred or beneficial tax treatment, accommodating the customs or administrative challenges or otherwise complying with the tax, accounting or regulatory requirements of one or more jurisdictions, adopt, amend, modify, administer or terminate sub-plans, appendices, special provisions or supplements applicable to Awards regulated by the laws of a particular jurisdiction, which sub-plans, appendices, supplements and special provisions may take precedence over other provisions of the Plan, and prescribe, amend and rescind rules and regulations relating to such sub-plans, supplements and special provisions;
(ix)establish any “blackout” period, during which transactions affecting Awards may not be effectuated, that the Administrator in its sole discretion deems necessary or advisable;
(x)determine the Fair Market Value of Common Shares or other property for any purpose under the Plan or any Award;
(xi)administer, construe and interpret the Plan, Award Agreements and all other documents relevant to the Plan and Awards issued thereunder, and decide all other matters to be determined in connection with an Award;
(xii)establish, amend, rescind and interpret such administrative rules, regulations, agreements, guidelines, instruments and practices for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable;
(xiii)correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent the Administrator shall consider it desirable to carry it into effect; and
(xiv)otherwise administer the Plan and all Awards granted under the Plan.
(c)Delegation of Administrative Authority. The Administrator may designate officers or employees
of the Company to assist the Administrator in the administration of the Plan and, to the extent permitted by applicable law and stock exchange rules, the Administrator may delegate to officers or other employees of the Company the Administrator’s duties and powers under the Plan, subject to such conditions and limitations as the Administrator shall prescribe, including without limitation the authority to execute agreements or other documents on behalf of the Administrator; provided, however, that such delegation of authority shall not extend to the granting of, or exercise of discretion with respect to, Awards to Eligible Individuals who are officers under Section 16 of the Exchange Act, to the extent applicable.
(d)Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award Agreements evidencing such Awards, and the ramifications of a Change in Control upon outstanding Awards) need not be uniform and may be made by the Administrator selectively among Awards or persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.
(e)Limited Liability; Advisors. To the maximum extent permitted by law, no member of the Administrator, nor any director, officer, employee or representative of IBEX shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. The Administrator may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Administrator, IBEX and the officers and directors IBEX shall be entitled to rely upon the advice, opinions or valuations of any such persons.
(f)Indemnification. To the maximum extent permitted by law, by IBEX’s bye-laws, and by any directors’ and officers’ liability insurance coverage which may be in effect from time to time, the members of the Administrator and any agent or delegate of the Administrator who is a director, officer or employee of IBEX or an Affiliate shall be indemnified by IBEX against any and all liabilities and expenses to which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan.
(g)Effect of Administrator’s Decision. All actions taken and determinations made by the Administrator on all matters relating to the Plan or any Award pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion, unless in contravention of any express term of the Plan, including, without limitation, any determination involving the appropriateness or equitableness of any action. All determinations made by the Administrator shall be conclusive, final and binding on all parties concerned, including IBEX, any Participants and any other employee, or director of IBEX and its Affiliates, and their respective successors in interest. No member of the Administrator, nor any director, officer, employee or representative of IBEX shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards.
5.Shares Issuable Pursuant to Awards.
(a)Initial Share Pool. Subject to adjustments as provided in Section 10 of the Plan, the number of Common Shares issuable pursuant to Awards that may be granted under the Plan shall equal 2,637,326.13 Common Shares (the “Share Pool”) (which consists of the original 1,287,326.13 Common Shares approved as of the Adoption Date, an additional 700,000 Common Shares added as of the Amendment Date, and an additional 650,000 Common Shares added as of the Amendment and Restatement Date).
(i)The Share Pool shall be reduced by one share for each Common Share made subject to an Award granted under the Plan (for the avoidance of doubt, Awards which by their terms are cash-settled shall not reduce the Share Pool);
(ii)The Share Pool shall be increased, on the relevant date, by the number of unissued Common Shares underlying or used as a reference measure for any Award or portion of an Award that is cancelled, forfeited, expired, terminated unearned or settled in cash granted under the Plan or the 2018 Plan, in any such case without
the issuance of shares and by the number of Common Shares used as a reference measure for any Award that are not issued upon settlement of such Award either due to a net settlement or otherwise;
(iii)The Share Pool shall be increased, on the forfeiture date, by the number of Common Shares that are forfeited back to IBEX after issuance due to a failure to meet an Award contingency or condition with respect to any Award or portion of an Award granted under the Plan or the 2018 Plan;
(iv)The Share Pool shall be increased, on the exercise date, by the number of Common Shares withheld by or surrendered (either actually or through attestation) to IBEX in payment of the exercise price of any Award granted under the Plan or the 2018 Plan; and
(v)The Share Pool shall be increased, on the relevant date, by the number of Common Shares withheld by or surrendered (either actually or through attestation) to IBEX in payment of the Tax Withholding Obligation that arises in connection with any Award granted under the Plan or the 2018 Plan.
(vi)The Share Pool shall NOT be increased by any Common Shares reacquired by IBEX on the open market or otherwise using cash proceeds from the exercise of share options.
(b)ISO Limit. Subject to adjustment pursuant to Section 10 of the Plan, the maximum number of Common Shares that may be issued pursuant to share options granted under the Plan that are intended to qualify as Incentive Share Options within the meaning of Section 422 of the Code shall be equal to 3,500,000 Common Shares. Notwithstanding the foregoing, no Common Shares added to the Share Pool on the Amendment Date or the Amendment and Restatement Date are eligible to be granted as Incentive Share Options.
(c)Source of Shares. The Common Shares with respect to which Awards may be made under the Plan shall be shares authorized for issuance under IBEX’s memorandum of association and bye- laws but unissued, or issued and reacquired, including without limitation shares purchased in the open market or in private transactions.
(d)Non-Employee Director Award Limit. In addition, the Administrator may establish compensation for Non-Employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such Non-Employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation and the grant date fair value of Awards (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted under the Plan to a Non-Employee Director as compensation for services as a Non-Employee Director during any calendar year of the Company may not exceed $450,000, provided however, in a Non-Employee Director’s first year of service compensation for services may not exceed $900,000 (such limits, the “Director Limits”).. The Administrator may make exceptions to this limit for individual Non-Employee directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving Non-Employee Director.
6.Participation.
Participation in the Plan shall be open to all Eligible Individuals, as may be selected by the Administrator from time to time. The Administrator may also grant Awards to Eligible Individuals in connection with hiring, recruiting or otherwise, prior to the date the individual first performs services for IBEX or an Affiliate; provided, however, that such Awards shall not become vested or exercisable and no shares shall be issued to such individual, prior to the date the individual first commences performance of such services.
7.Awards.
(a)Awards, In General. The Administrator, in its sole discretion, shall establish the terms of all Awards granted under the Plan consistent with the terms of the Plan. Awards may be granted individually or in tandem with other types of Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided in the Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Unless otherwise specified by the Administrator, in its sole discretion, or otherwise provided in the Award Agreement, an Award shall not be effective unless the Award Agreement is signed or otherwise accepted by IBEX and the Participant receiving the Award (including by electronic delivery and/or electronic signature).
(b)Share Options.
(i)Grants. A share option means a right to purchase a specified number of Common Shares from IBEX at a specified price during a specified period of time. The Administrator may from time to time grant to Eligible Individuals Awards of Incentive Share Options or Nonqualified Options; provided, however, that Awards of Incentive Share Options shall be limited to employees of IBEX or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in Sections 424(e) and 424(f) of the Code, respectively, of IBEX, and any other Eligible Individuals who are eligible to receive Incentive Share Options under the provisions of Section 422 of the Code. No share option shall be an Incentive Share Option unless so designated by the Administrator at the time of grant or in the applicable Award Agreement.
(ii)Exercise. Share options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that Awards of share options may not have a term in excess of ten years’ duration unless required otherwise by applicable law.
(iii)Termination of Service. Except as provided in the applicable Award Agreement or otherwise determined by the Administrator, to the extent share options are not vested and exercisable, a Participant’s share options shall be forfeited upon his or her Termination of Service.
(iv)No Dividends. Share options granted under this Plan may not provide for any dividends or Dividend Equivalents thereon.
(v)Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or limitations, if any, of any Award of share options, provided they are not inconsistent with the Plan.
(c)Limitation on Reload Options. The Administrator shall not grant share options under this Plan that contain a reload or replenishment feature pursuant to which a new share option would be granted automatically upon receipt of delivery of Common Shares to IBEX in payment of the exercise price or any tax withholding obligation under any other share option.
(d)Share Appreciation Rights.
(i)Grants. The Administrator may from time to time grant to Eligible Individuals Awards of share appreciation rights. A share appreciation right entitles the Participant to receive, subject to the provisions of the Plan and the Award Agreement, a payment having an aggregate value equal to the product of (i) the excess of
(A) the Fair Market Value on the exercise date of one share of Common Share over (B) the base price per share specified in the Award Agreement, times (ii) the number of shares specified by the share appreciation right, or portion thereof, which is exercised. The base price per share specified in the Award Agreement shall not be less than the lower of the Fair Market Value on the date of grant or the exercise price of any tandem share option to which the share appreciation right is related, or with respect to share appreciation rights that are granted in
substitution of similar types of awards of a company acquired by IBEX or a Subsidiary or with which IBEX or a Subsidiary combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or shares, or otherwise) such base price as is necessary to preserve the intrinsic value of such awards.
(ii)Exercise. Share appreciation rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that share appreciation rights granted under the Plan may not have a term in excess of ten years’ duration unless required otherwise by applicable law. The applicable Award Agreement shall specify whether payment by IBEX of the amount receivable upon any exercise of a share appreciation right is to be made in cash or Common Shares or a combination of both, or shall reserve to the Administrator or the Participant the right to make that determination prior to or upon the exercise of the share appreciation right. If upon the exercise of a share appreciation right a Participant is to receive a portion of such payment in Common Shares, the number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Share on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.
(iii)Termination of Service. Except as provided in the applicable Award Agreement or otherwise determined by the Administrator, to the extent share appreciation rights are not vested and exercisable, a Participant’s share appreciation rights shall be forfeited upon his or her Termination of Service.
(iv)No Dividends. Share appreciation rights granted under this Plan may not provide for any dividends or Dividend Equivalents thereon.
(v)Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or limitations, if any, of any Award of share appreciation rights, provided they are not inconsistent with the Plan.
(e)Share Awards.
(i)Grants. The Administrator may from time to time grant to Eligible Individuals Awards of unrestricted Common Shares or Restricted Shares (collectively, “Share Awards”) on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as the Administrator shall determine, subject to the limitations set forth in Section 7(b). Share Awards shall be evidenced in such manner as the Administrator may deem appropriate, including via book-entry registration.
(ii)Vesting. Restricted Share shall be subject to such vesting, restrictions on transferability and other restrictions, if any, and/or risk of forfeiture as the Administrator may impose at the date of grant or thereafter. The Restriction Period to which such vesting, restrictions and/or risk of forfeiture apply may lapse under such circumstances, including without limitation upon the attainment of Performance Goals, in such installments, or otherwise, as the Administrator may determine. Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Share.
(iii)Rights of a Shareholder; Dividends. Except to the extent restricted under the Award Agreement relating to the Restricted Shares, a Participant granted Restricted Shares shall have all of the rights of a shareholder of Common Shares including, without limitation, the right to vote Restricted Shares. Cash dividends declared payable on Common Shares shall be paid in cash or as unrestricted Common Shares having a Fair Market Value equal to the amount of such dividends or may be reinvested in additional Restricted Share as determined by the Administrator; provided, however, that dividends declared payable on Restricted Shares shall be held by IBEX and made subject to forfeiture until the underlying Restricted Shares vest. For the avoidance of doubt, any dividends or other distributions shall accrue and only be paid to the extent the corresponding portion of the award of Restricted Shares becomes vested. Shares distributed in connection with a share split or share dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Shares with respect to which such Common Shares or other property has been distributed. As soon as is practicable following the date on which restrictions on any shares of Restricted Shares lapse, IBEX shall deliver to the Participant the certificates for such shares or shall cause the shares to be registered in the Participant’s name in book-entry form, in either case with the restrictions removed, provided that the Participant shall have complied with all conditions for delivery of such shares contained in the Award Agreement or otherwise reasonably required by IBEX.
(iv)Termination of Service. Except as provided in the applicable Award Agreement, upon Termination of Service during the applicable Restriction Period, Restricted Shares and any accrued but unpaid dividends that are at that time subject to restrictions shall be forfeited; provided that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Shares.
(v)Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or limitations, if any, of any Award of Restricted Shares, provided they are not inconsistent with the Plan.
(f)Share Units.
(i)Grants. The Administrator may from time to time grant to Eligible Individuals Awards of unrestricted share Units or Restricted Share Units on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as the Administrator shall determine, subject to the limitations set forth in Section 7(b). Restricted Share Units represent a contractual obligation by IBEX to deliver a number of Common Shares, an amount in cash equal to the Fair Market Value of the specified number of shares subject to the Award, or a combination of Common Shares and cash, in accordance with the terms and conditions set forth in the Plan and any applicable Award Agreement.
(ii)Vesting and Payment. Restricted Share Units shall be subject to such vesting, risk of forfeiture and/or payment provisions as the Administrator may impose at the date of grant. The Restriction Period to which such vesting and/or risk of forfeiture apply may lapse under such circumstances, including without limitation upon the attainment of Performance Goals, in such installments, or otherwise, as the Administrator may determine. Common Shares, cash or a combination of Common Shares and cash, as applicable, payable in settlement of Restricted Share Units shall be delivered to the Participant as soon as administratively practicable, but no later than 30 days, after the date on which payment is due under the terms of the Award Agreement provided that the Participant shall have complied with all conditions for delivery of such shares or payment contained in the Award Agreement or otherwise reasonably required by IBEX, or in accordance with an election of the Participant, if the Administrator so permits, that meets the requirements of Section 409A or Section 457A of the Code (to the extent applicable).
(iii)No Rights of a Shareholder; Dividend Equivalents. Until Common Shares are issued to the Participant in settlement of share Units, the Participant shall not have any rights of a shareholder of IBEX with respect to the share Units or the shares issuable thereunder. The Administrator may grant to the Participant the right to receive Dividend Equivalents on share Units; provided, however, that Dividend Equivalents payable on share Units shall be accrued and made subject to forfeiture until such share Units vest. For the avoidance of doubt, any Dividend Equivalents or other distributions shall accrue and only be paid to the extent the corresponding portion of the award of share Units becomes vested.
(iv)Termination of Service. Upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Common Shares or cash to which such Restricted Share Units relate, all Restricted Share Units and any accrued but unpaid Dividend Equivalents with respect to such Restricted Share Units that are then subject to deferral or restriction shall be forfeited; provided that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted
Share Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Share Units.
(v)Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or limitations, if any, of any Award of share Units, provided they are not inconsistent with the Plan.
(g)Performance Shares and Performance Units.
(i)Grants. The Administrator may from time to time grant to Eligible Individuals Awards in the form of Performance Shares and Performance Units. Performance Shares, as that term is used in this Plan, shall refer to Common Shares or Units that are expressed in terms of Common Shares, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured against predetermined objectives over a specified Performance Period. Performance Units, as that term is used in this Plan, shall refer to dollar- denominated Units valued by reference to designated criteria established by the Administrator, other than Common Share, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured against predetermined objectives over a specified Performance Period. The applicable Award Agreement shall specify whether Performance Shares and Performance Units will be settled or paid in cash or Common Shares or a combination of both, or shall reserve to the Administrator or the Participant the right to make that determination prior to or at the payment or settlement date.
(ii)Performance Criteria. The Administrator shall, prior to or at the time of grant, condition the grant, vesting or payment of, or lapse of restrictions on, an Award of Performance Shares or Performance Units upon (A) the attainment of Performance Goals during a Performance Period or (B) the attainment of Performance Goals and the continued service of the Participant. The length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Administrator in the exercise of its absolute discretion. Performance Goals may include minimum, maximum and target levels of performance, with the size of the Award or payout of Performance Shares or Performance Units or the vesting or lapse of restrictions with respect thereto based on the level attained. Performance Goals may be applied on a per share or absolute basis and relative to one or more Performance Metrics, or any combination thereof, and may be measured pursuant to any objective standards in a manner consistent with IBEX’s or its Subsidiary’s established accounting policies, all as the Administrator shall determine at the time the Performance Metrics for a Performance Period are established. The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to the manner in which one or more of the Performance Goals is to be calculated or measured to take into account, or ignore, one or more of the following: (1) items related to a change in accounting principle; (2) items relating to financing activities;
(3) expenses for restructuring or productivity initiatives; (4) other non-operating items; (5) items related to acquisitions; (6) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (7) items related to the sale or disposition of a business or segment of a business; (8) items related to discontinued operations that do not qualify as a segment of a business under U.S. generally accepted accounting principles; (9) items attributable to any share dividend, share split, combination or exchange of share occurring during the Performance Period; (10) any other items of significant income or expense which are determined to be appropriate adjustments; (11) items relating to unusual or extraordinary corporate transactions, events or developments, (12) items related to amortization of acquired intangible assets; (13) items that are outside the scope of the Company’s core, on-going business activities; (14) changes in foreign currency exchange rates; (15) items relating to changes in tax laws; (16) certain identified expenses (including, but not limited to, cash bonus expenses, incentive expenses and acquisition-related transaction and integration expenses); (17) items relating to asset impairment charges; (18) items relating to gains or unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions, or (19) or any other items selected by the Administrator. Shares or Performance Units shall be settled as and when the Award vests or at a later time specified in the Award Agreement or in accordance with an election of the Participant, if the Administrator so permits, that meets the requirements of Section 409A or Section 457A of the Code (to the extent applicable).
(iii)Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or limitations, if any, of any Award of Performance Shares or Performance Units, provided they are not inconsistent with the Plan.
(h)Other Share-Based Awards. The Administrator may from time to time grant to Eligible Individuals Awards in the form of Other Share-Based Awards. Other Share-Based Awards in the form of Dividend Equivalents may be (A) awarded on a free-standing basis or in connection with another Award other than a share option or share appreciation right, (B) credited to an account for the Participant, including the reinvestment of such credited amounts in Common Share equivalents, to be paid on a deferred basis, and (C) settled in cash or Common Shares as determined by the Administrator; provided, however, that Dividend Equivalents payable on Other Share-Based Awards shall be accrued and made subject to forfeiture until such Other Share-Based Awards vest. For the avoidance of doubt, any Dividend Equivalents or other distributions shall accrue and only be paid to the extent the corresponding portion of the Other Share-Based Award becomes vested.
(i)Awards to Participants Outside the United States. The Administrator may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause IBEX or a Subsidiary to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable in order that any such Award shall conform to laws, regulations, and customs of the country or jurisdiction in which the Participant is then resident or primarily employed or to foster and promote achievement of the purposes of the Plan.
(j)Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Shares at the time of any dividend payment, and the payment of Common Shares with respect to dividends to Participants holding Awards of share Units, shall only be permissible if sufficient shares are available under the Share Pool for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient shares are not available under the Share Pool for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of share Units equal in number to the Common Shares that would have been obtained by such payment or reinvestment, the terms of which share Units shall provide for settlement in cash and for Dividend Equivalent reinvestment in further share Units on the terms contemplated by this Section 7(j).
8.Withholding of Taxes.
Participants and holders of Awards shall pay to IBEX or its Affiliate, or make arrangements satisfactory to the Administrator for payment of, any Tax Withholding Obligation in respect of Awards granted under the Plan no later than the date of the event creating the tax or social insurance contribution liability. The obligations of IBEX under the Plan shall be conditional on such payment or arrangements. Unless otherwise determined by the Administrator, Tax Withholding Obligations may be settled in whole or in part with Common Shares, including unrestricted outstanding shares surrendered to IBEX and unrestricted shares that are part of the Award that gives rise to the Tax Withholding Obligation, having a Fair Market Value on the date of surrender or withholding equal to the statutory minimum amount (or such greater amount permitted under FASB Accounting Standards Codification Topic 718, Compensation—Share Compensation, for equity-classified awards) required to be withheld for tax or social insurance contribution purposes, all in accordance with such procedures as the Administrator establishes.
IBEX or its Affiliate may deduct, to the extent permitted by law, any such Tax Withholding Obligations from any payment of any kind otherwise due to the Participant or holder of an Award.
9.Transferability of Awards.
(a)General Nontransferability Absent Administrator Permission. Except as otherwise determined by the Administrator, and in any event in the case of an Incentive Share Option or a tandem share appreciation right granted with respect to an Incentive Share Option, no Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and distribution. The Administrator shall not permit any transfer of an Award for value. An Award may be exercised during the lifetime of the Participant, only by the
(b)Administrator Discretion to Permit Transfers Other Than For Value. Except as otherwise restricted by applicable law, the Administrator may, but need not, permit an Award, other than an Incentive Share Option or a tandem share appreciation right granted with respect to an Incentive Share Option, to be transferred to a Participant’s Family Member (as defined below) as a gift or pursuant to a domestic relations order in settlement of marital property rights. The Administrator shall not permit any transfer of an Award for value. For purposes of this Section 9, “Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister- in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests. The following transactions are not prohibited transfers for value: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity.
10.Adjustments for Corporate Transactions and Other Events.
(a)Mandatory Adjustments. In the event of a merger, amalgamation, consolidation, share rights offering, share exchange or similar event affecting IBEX (each, a “Corporate Event”) or a share dividend, share split, reverse share split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, recapitalization, capital reduction distribution, or similar event affecting the capital structure of IBEX (each, a “Share Change”) that occurs at any time after the IPO Date (including any such Corporate Event or Share Change that occurs after such adoption and coincident with or prior to the IPO Date), the Administrator shall make equitable and appropriate substitutions or proportionate adjustments to (i) the aggregate number and kind of Common Shares or other securities on which Awards under the Plan may be granted to Eligible Individuals, (ii) the maximum number of Common Shares or other securities that may be issued with respect to Incentive Share Options granted under the Plan, (iv) the number of Common Shares or other securities covered by each outstanding Award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding Award, and (v) all other numerical limitations relating to Awards, whether contained in this Plan or in Award Agreements; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.
(b)Discretionary Adjustments. In the case of Corporate Events, the Administrator may make such other adjustments to outstanding Awards as it determines to be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Administrator in its sole discretion (it being understood that in the case of a Corporate Event with respect to which shareholders of IBEX receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Administrator that the value of a share option or share appreciation right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Common Share pursuant to such Corporate Event over the exercise price or base price of such share option or share appreciation right shall conclusively be deemed valid and that any share option or share appreciation right may be cancelled for no consideration upon a Corporate Event if its exercise price or base price equals or exceeds the value of the consideration being paid for each Common Share pursuant to such Corporate Event),
(ii) the substitution of securities or other property (including, without limitation, cash or other securities of IBEX and securities of entities other than IBEX) for the Common Shares subject to outstanding Awards, and (iii) the
substitution of equivalent awards, as determined in the sole discretion of the Administrator, of the surviving or successor entity or a parent thereof (“Substitute Awards”).
(c)Adjustments to Performance Goals. The Administrator may, in its discretion, adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in IBEX’s consolidated financial statements, notes to the consolidated financial statements, management’s discussion and analysis or other IBEX filings with the Securities and Exchange Commission. If the Administrator determines that a change in the business, operations, corporate structure or capital structure of IBEX or the applicable subsidiary, business segment or other operational unit of IBEX or any such entity or segment, or the manner in which any of the foregoing conducts its business, or other events or circumstances, render the Performance Goals to be unsuitable, the Administrator may modify such Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Administrator deems appropriate and equitable.
(d)Statutory Requirements Affecting Adjustments. Notwithstanding the foregoing: (A) any adjustments made pursuant to Section 10 to Awards that are considered “deferred compensation” within the meaning of Section 409A or Section 457A (to the extent applicable) of the Code shall be made in compliance with the requirements of Section 409A or Section 457A of the Code; (B) any adjustments made pursuant to Section 10 to Awards that are not considered “deferred compensation” subject to Section 409A or Section 457A of the Code (to the extent applicable) shall be made in such a manner as to ensure that after such adjustment, the Awards either (1) continue not to be subject to Section 409A or Section 457A of the Code (to the extent applicable) or (2) comply with the requirements of Section 409A or Section 457A of the Code (to the extent applicable); (C) in any event, the Administrator shall not have the authority to make any adjustments pursuant to Section 10 to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A or Section 457A of the Code (to the extent applicable) at the date of grant to be subject thereto; and (D) any adjustments made pursuant to Section 10 to Awards that are Incentive Share Options shall be made in compliance with the requirements of Section 424(a) of the Code.
(e)Dissolution or Liquidation. Unless the Administrator determines otherwise, all Awards outstanding under the Plan shall terminate upon the dissolution or liquidation of IBEX.
11.Change in Control Provisions.
(a)Termination of Awards. Notwithstanding the provisions of Section 11(b), in the event that any transaction resulting in a Change in Control occurs, outstanding Awards will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the issuance therefor of Substitute Awards of, the surviving or successor entity or a parent thereof. Solely with respect to Awards that will terminate as a result of the immediately preceding sentence and except as otherwise provided in the applicable Award Agreement:
(i)the outstanding Awards of share options and share appreciation rights that will terminate upon the effective time of the Change in Control shall, immediately before the effective time of the Change in Control, become fully exercisable and the holders of such Awards will be permitted, immediately before the Change in Control, to exercise the Awards;
(ii)the outstanding Restricted Shares the vesting or restrictions on which are then solely time-based and not subject to achievement of Performance Goals shall, immediately before the effective time of the Change in Control, become fully vested, free of all transfer and lapse restrictions and free of all risks of forfeiture;
(iii)the outstanding Restricted Shares the vesting or restrictions on which are then subject to and pending achievement of Performance Goals shall, immediately before the effective time of the Change in Control and unless the Award Agreement provides for vesting or lapsing of restrictions in a greater amount upon the occurrence of a Change in Control, become vested, free of transfer and lapse restrictions and risks of forfeiture in
such amounts as if the applicable Performance Goals for the unexpired Performance Period had been achieved at the target level set forth in the applicable Award Agreement;
(iv)the outstanding Restricted Share Units, Performance Shares and Performance Units the vesting, earning or settlement of which is then solely time-based and not subject to or pending achievement of Performance Goals shall, immediately before the effective time of the Change in Control, become fully earned and vested and shall be settled in cash or Common Shares (consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the shares) as promptly as is practicable, subject to any applicable limitations imposed thereon by Section 409A or Section 457A of the Code (to the extent applicable); and
(v)the outstanding Restricted Share Units, Performance Shares and Performance Units the vesting, earning or settlement of which is then subject to and pending achievement of Performance Goals shall, immediately before the effective time of the Change in Control and unless the Award Agreement provides for vesting, earning or settlement in a greater amount upon the occurrence of a Change in Control, become vested and earned in such amounts as if the applicable Performance Goals for the unexpired Performance Period had been achieved at the target level set forth in the applicable Award Agreement and shall be settled in cash or Common Shares (consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the shares) as promptly as is practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code. Implementation of the provisions of this Section 11(a) shall be conditioned upon consummation of the Change in Control.
(b)Termination Without Cause Following Continuation, Assumption or Substitution of Awards. Unless otherwise specified in an Award Agreement or otherwise determined by the Compensation Committee, in the event that (i) outstanding Awards are continued, assumed or substituted in connection with a Change in Control by the surviving or successor entity or a parent thereof and (ii) within two (2) years following such Change in Control, a Participant experiences a Termination of Service as a result of a termination by the Company without Cause, then such continued, assumed or substituted awards held by such Participant shall become fully vested and exercisable upon such Termination of Service.
(c)Other Permitted Actions. In the event that any transaction resulting in a Change in Control occurs, the Administrator may take any of the actions set forth in Section 10 with respect to any or all Awards granted under the Plan.
(d)Section 409A or Section 457A Savings Clause. Notwithstanding the foregoing, if any Award is considered to be a “nonqualified deferred compensation plan” within the meaning of Section 409A or Section 457A of the Code, this Section 11 shall apply to such Award only to the extent that its application would not result in the imposition of any tax or interest or the inclusion of any amount in income under Section 409A or Section 457A of the Code.
12.Substitution of Awards in Mergers and Acquisitions.
Awards may be granted under the Plan from time to time in substitution for assumed awards held by employees, officers, or directors of entities who become employees, officers, or directors of IBEX or a Subsidiary as the result of a merger, amalgamation or consolidation of the entity for which they perform services with IBEX or a Subsidiary, or the acquisition by IBEX of the assets or shares of the such entity. The terms and conditions of any Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the Awards to the provisions of the assumed awards for which they are substituted and to preserve their intrinsic value as of the date of the merger, amalgamation, consolidation or acquisition transaction. To the extent permitted by applicable law and marketplace or listing rules of the primary securities market or exchange on which the Common Share is listed or admitted for trading, any available shares under a shareholder-approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards granted pursuant to this Section 12 and, upon such grant, shall not reduce the Share Pool.
13.Compliance with Securities Laws; Listing and Registration.
(a)The obligation of IBEX to sell or deliver Common Shares with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal, state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. If at any time the Administrator determines that the delivery of Common Share under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign (non- United States) securities laws, the right to exercise an Award or receive Common Shares pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. If at any time the Administrator determines that the delivery of Common Shares under the Plan would or may violate the rules of any exchange on which IBEX’s securities are then listed for trade, the right to exercise an Award or receive Common Shares pursuant to an Award shall be suspended until the Administrator determines that such delivery would not violate such rules. If the Administrator determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any share exchange upon which any of IBEX’s equity securities are listed, then the Administrator may postpone any such exercise, nonforfeitability or delivery, as applicable, but IBEX shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.
(b)Each Award is subject to the requirement that, if at any time the Administrator determines, in its absolute discretion, that the listing, registration or qualification of Common Shares issuable pursuant to the Plan is required by any securities exchange or under any state, federal or foreign (non-United States) law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Share, no such Award shall be granted or payment made or Common Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.
(c)In the event that the disposition of Common Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Common Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a person receiving Common Shares pursuant to the Plan, as a condition precedent to receipt of such Common Shares, to represent to IBEX in writing that the Common Shares acquired by such person is acquired for investment only and not with a view to distribution and that such person will not dispose of the Common Shares so acquired in violation of Federal, state or foreign securities laws and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Shares in compliance with applicable Federal, state or foreign securities laws.
14.Section 409A and Section 457A Compliance.
It is the intention of IBEX that any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A or Section 457A of the Code (to the extent applicable) shall comply in all respects with the requirements of Section 409A or Section 457A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income pursuant to Section 409A of the Code, and the terms of each such Award shall be construed, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither IBEX nor any of its Affiliates nor any of its or their directors, officers, employees, agents or other service providers will be liable for any taxes, penalties or interest imposed on any Participant or other person with respect to any amounts paid or payable (whether in cash, Common Shares or other property) under any Award, including any applicable taxes, penalties or interest imposed under or as a result of Section 409A or Section 457A of the Code. Any payments described in an Award that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. For purposes of any Award, each amount to be paid or benefit to be provided to a Participant that constitutes deferred compensation subject to Section 409A of the Code shall be construed as a separate identified payment for purposes of Section 409A of the Code. For purposes of Section 409A of the Code, the payment of Dividend Equivalents under any Award shall be construed as earnings and the time and form of
payment of such Dividend Equivalents shall be treated separately from the time and form of payment of the underlying Award. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, any payments (whether in cash, Common Shares or other property) to be made with respect to the Award that become payable on account of the Participant’s separation from service, within the meaning of Section 409A of the Code, while the Participant is a “specified employee” (as determined in accordance with the uniform policy adopted by the Administrator with respect to all of the arrangements subject to Section 409A of the Code maintained by IBEX and its Affiliates) and which would otherwise be paid within six months after the Participant’s separation from service shall be accumulated (without interest) and paid on the first day of the seventh month following the Participant’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Participant’s estate following the Participant’s death. Notwithstanding anything in the Plan or an Award Agreement to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Code section 409A unless, and solely to the extent that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4).
15.Plan Duration; Amendment and Discontinuance.
(a)Plan Duration. The Plan shall remain in effect, subject to the right of the Board or the Compensation Committee to amend or terminate the Plan at any time, until the earlier of (a) the earliest date as of which all Awards granted under the Plan have been satisfied in full or terminated and no Common Shares approved for issuance under the Plan remain available to be granted under new Awards or (b) December 5, 2035. No Awards shall be granted under the Plan after such termination date. Subject to other applicable provisions of the Plan, all Awards made under the Plan on or before December 5, 2035 or such earlier termination of the Plan, shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.
(b)Amendment and Discontinuance of the Plan. The Board or Compensation Committee may amend, alter or discontinue the Plan; provided, that, if required to comply with Bermuda law and any other applicable laws or stock exchange rules or the rules of any automated quotation systems (other than any requirement which may be disapplied by the Company following any available home country exemption), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. No amendment, alteration or discontinuation shall be made which would materially impair the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law or rule of any securities exchange or market on which the Common Shares are listed or admitted for trading or to prevent adverse tax or accounting consequences to IBEX or the Participant. Except as otherwise determined by the Board or Compensation Committee, termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
(c)Amendment of Awards.
(i)Subject to Section 7(f), the Administrator may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall materially impair the rights of any Participant with respect to an Award without the Participant’s consent, except such an amendment made to cause the Plan or Award to comply with applicable law, applicable rule of any securities exchange on which the Common Share is listed or admitted for trading, or to prevent adverse tax or accounting consequences for the Participant or the Company or any of its Affiliates. For purposes of the foregoing sentence, an amendment to an Award that results in a change in the tax consequences of the Award to the Participant shall not be considered to be a material impairment of the rights of the Participant and shall not require the Participant’s consent.
(ii)Except in connection with a corporate transaction or event described in Section 10 of this Plan or in connection with a Change in Control, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding share options or the base price of outstanding share appreciation rights, or cancel outstanding “underwater” share options or share appreciation rights (including following a Participant’s voluntary
surrender of “underwater” share options or share appreciation rights) in exchange for cash, other awards or share options or share appreciation rights with an exercise price or base price, as applicable, that is less than the exercise price of the original share option or base price of the original share appreciation right, as applicable, without shareholder approval. This Section 15(c)(ii) is intended to prohibit the repricing of “underwater” share options and share appreciation rights and will not be construed to prohibit the adjustments provided for in Section 10 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 15(c)(ii) may not be amended without approval by the Company’s shareholders.
16.General Provisions.
(a)Non-Guarantee of Employment or Service. Nothing in the Plan or in any Award Agreement thereunder shall confer any right on an individual to continue in the service of IBEX or any Affiliate or shall interfere in any way with the right of IBEX or any Affiliate to terminate such service at any time with or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest or become payable; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s interests under any Award or the Plan. No person, even though deemed an Eligible Individual, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. To the extent that an Eligible Individual who is an employee of a Subsidiary receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that IBEX is the Participant’s employer or that the Participant has an employment relationship with IBEX.
(b)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between IBEX and a Participant or any other person.
To the extent that any Participant or other person acquires a right to receive payments from IBEX pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of IBEX.
(c)Status of Awards. Awards shall be special incentive payments to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for purposes of determining any pension, retirement, death, severance or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance, severance or other employee benefit plan of IBEX or any Affiliate now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation or (b) any agreement between (i) IBEX or any Affiliate and (ii) the Participant, except as such plan or agreement shall otherwise expressly provide.
(d)Subsidiary Employees. In the case of a grant of an Award to an Eligible Individual who provides services to any Subsidiary, IBEX may, if the Administrator so directs, issue or transfer the Common Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Administrator may specify, upon the condition or understanding that the Subsidiary will transfer the Common Shares to the Eligible Individual in accordance with the terms of the Award specified by the Administrator pursuant to the provisions of the Plan. All Common Shares underlying Awards that are forfeited or canceled after such issue or transfer of shares to the Subsidiary shall revert to IBEX.
(e)Governing Law and Interpretation. The validity, construction and effect of the Plan, of Award Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Award Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the applicable laws of Bermuda, except as otherwise set forth herein, without regard to its conflict of laws principles. The captions of the Plan are not part of the provisions hereof and shall have no force or effect. Except where the context otherwise requires: (i) the singular includes the plural and vice versa; (ii) a reference to one gender includes other genders; (iii) a reference to a person includes a natural person, partnership, corporation, association, governmental or local authority or agency or other entity; and (iv) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
(f)Use of English Language. The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered into, given or instituted pursuant to an Award shall be written in English, unless otherwise
determined by the Administrator. If a Participant receives an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the English version shall control.
(g)Recovery of Amounts Paid. Awards granted under this Plan are subject to the terms and conditions of the Company’s Compensation Recoupment (Clawback) Policy and any other clawback provisions, policy or policies (if any) as may be in effect from time to time, including any that specifically implement Section 10D of the Exchange Act, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares at any point may be traded) (collectively, the “Clawback Policy”), and applicable sections of any Award Agreement to which this Plan is applicable or any related documents shall be interpreted consistently with (or deemed superseded by and/or subject to, as applicable) the terms and conditions of the Clawback Policy. Further, by accepting any Award under this Plan, each Participant agrees (or has agreed) to fully cooperate with and assist the Company in connection with any of such Participant’s obligations to the Company pursuant to the Clawback Policy, and agrees (or has agreed) that the Company may enforce its rights under the Clawback Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Clawback Policy, from and after the effective date thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from such Participant of any such amounts, including from such Participants’ accounts or from any other compensation, to the extent permissible under Code Section 409A.
(h)Acknowledgements. Notwithstanding anything in this Plan or an Award Agreement to the contrary, (i) nothing in this Plan or in an Award Agreement or otherwise limits a Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002) and (ii) nothing in this Plan or in an Award Agreement prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.
17.Glossary.
Under this Plan, except where the context otherwise indicates, the following definitions apply:
“Administrator” means the Compensation Committee, or such other committee(s) of director(s) duly appointed by the Board or the Compensation Committee to administer the Plan or delegated limited authority to perform administrative actions under the Plan, and having such powers as shall be specified by the Board or the Compensation Committee; provided, however, that at any time the Board may serve as the Administrator in lieu of or in addition to the Compensation Committee or such other committee(s) of director(s) to whom administrative authority has been delegated. With respect to any Award to which Section 16 of the Exchange Act applies, the Administrator shall consist of either the Board or a committee of the Board, which committee shall consist of two or more directors, each of whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non- employee director” as defined in Rule 16b-3 of the Exchange Act and an “independent director” to the extent required by the rules of the national securities exchange that is the principal trading market for the Common Share, provided that, with respect to Awards made to a member of the Board who is not an employee of the Company, Administrator means the Board. Any member of the Administrator who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member of the Administrator to the extent required to comply with Rule 16b-3 of the Exchange Act.
“Adoption Date” means the date the Plan is adopted by the Board.
“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, IBEX or any successor to IBEX. For this purpose, “control” (including the correlative
meanings of the terms “controlled by” and “under common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies of such entity, by contract or otherwise.
“Award” means any share option, share appreciation right, share award, share unit, Performance Share, Performance Unit, and/or Other Share-Based Award, granted under this Plan (or the 2018 Plan as applicable).
“Award Agreement” means the written document(s), including an electronic writing acceptable to the Administrator, and any notice, addendum or supplement thereto, memorializing the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.
“Board” means the Board of Directors of IBEX.
“Cause” means, with respect to a Participant, except as otherwise provided in the relevant Award Agreement (i) the Participant’s plea of guilty or nolo contendere to, or conviction of, (A) a felony (or its equivalent in a non-United States jurisdiction) or (B) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of IBEX, any of its Affiliates or a successor to IBEX or an Affiliate, as determined by the Administrator in its sole discretion, or that legally prohibits the Participant from working for IBEX, any of its Subsidiaries or a successor to IBEX or a Subsidiary; (ii) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to IBEX, any of its Subsidiaries or a successor to IBEX or a Subsidiary, in any material respect; or (iii) the Participant’s failure, in any material respect, to (A) perform the Participant’s employment duties, (B) comply with the applicable policies of IBEX, or of its Subsidiaries, or a successor to IBEX or a Subsidiary, or (C) comply with covenants contained in any contract or Award Agreement to which the Participant is a party; provided, however, that the Participant shall be provided a written notice describing in reasonable detail the facts which are considered to give rise to a breach described in this clause (iii) and the Participant shall have 30 days following receipt of such written notice (the “Cure Period”) during which the Participant may remedy the condition and, if so remedied, no Cause for Termination of Service shall exist.
“Change in Control” means the first of the following to occur: (i) a Change in Ownership of IBEX, (ii) a Change in Effective Control of IBEX, or (iii) a Change in the Ownership of Assets of IBEX, as described herein and construed in accordance with Code Section 409A.
(i)A “Change in Ownership of IBEX” shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire, ownership of the capital stock of IBEX that, together with the shares held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the capital stock of IBEX. However, if any one Person is, or Persons Acting as a Group are, considered to own more than 50%, on a fully diluted basis, of the total fair market value or total voting power of the capital stock of IBEX, the acquisition of additional shares by the same Person or Persons Acting as a Group is not considered to cause a Change in Ownership of IBEX or to cause a Change in Effective Control of IBEX (as described below). An increase in the percentage of capital stock owned by any one Person, or Persons Acting as a Group, as a result of a transaction in which IBEX acquires its shares in exchange for property will be treated as an acquisition of shares.
(ii)A “Change in Effective Control of IBEX” shall occur on the date either (A) a majority of members of IBEX’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of IBEX’s Board before the date of the appointment or election, or (B) any one Person, or Persons Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of shares of IBEX possessing 50% or more of the total voting power of the shares of IBEX.
(iii)A “Change in the Ownership of Assets of IBEX” shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire (or has or have acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons), assets from IBEX that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of IBEX immediately before
such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of IBEX, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The following rules of construction apply in interpreting the definition of Change in Control:
(A)A “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by IBEX and by entities controlled by IBEX or an underwriter, initial purchaser or placement agent temporarily holding the shares of IBEX pursuant to a registered public offering.
(B)Persons will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of shares, or similar business transaction with the corporation. If a Person owns shares in both corporations that enter into a merger, consolidation, purchase or acquisition of shares, or similar transaction, such shareholder is considered to be acting as a Group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time or purchase or own shares of the same corporation at the same time, or as a result of the same public offering.
(C)A Change in Control shall not include a transfer to a related person as described in Code Section 409A or a public offering of share capital of IBEX.
(D)For purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine share ownership. Shares underlying a vested option are considered owned by the individual who holds the vested option (and the shares underlying an unvested option are not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for shares that are not substantially vested (as defined by Treasury Regulation §1.83-3(b) and (j)), the shares underlying the option are not treated as owned by the individual who holds the option.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and guidance.
“Common Shares” means Class B Common Shares of IBEX, par value $0.000111650536 per share, and any capital securities into which they are converted and “Common Share” shall be interpreted accordingly.
“Company” means IBEX and its Subsidiaries, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only IBEX.
“Director Limits” shall have the meaning ascribed to it in Section 5(e) of the Plan.
“Dividend Equivalent” means a right, granted to a Participant, to receive cash, Common Share, share Units or other property equal in value to dividends paid with respect to a specified number of Common Shares.
“Eligible Individuals” means (i) officers and employees of, and other individuals, including non-employee directors, who are natural persons providing bona fide services to or for, IBEX or any of its Subsidiaries, provided that such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for IBEX’s securities, and (ii) prospective officers, employees and service providers who have accepted offers of employment or other service relationship from IBEX or a Subsidiary.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.
“Fair Market Value” means, on a per share basis as of any date, unless otherwise determined by the Administrator:
(i)if the principal market for the Common Shares (as determined by the Administrator if the Common Shares are listed or admitted to trading on more than one exchange or market) is a national securities exchange or an established securities market, unless otherwise determined by the Administrator, the official closing price per Common Share for the regular market session on that date on the principal exchange or market on which the Common Shares are then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on which a sale was reported, all as reported by such source as the Administrator may select;
(ii)if the principal market for the Common Shares is not a national securities exchange or an established securities market, but the Common Shares are quoted by a national quotation system, the average of the highest bid and lowest asked prices for the Common Shares on that date as reported on a national quotation system or, if no prices are reported for that date, on the last preceding day on which prices were reported, all as reported by such source as the Administrator may select; or
(iii)if the Common Shares are neither listed or admitted to trading on a national securities exchange or an established securities market, nor quoted by a national quotation system, the value determined by the Administrator in good faith by the reasonable application of a reasonable valuation method, which method may, but need not, include taking into account an appraisal of the fair market value of the Common Shares conducted by a nationally recognized appraisal firm selected by the Administrator.
Notwithstanding the preceding, for foreign, federal, state and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time.
“Full Value Award” means an Award that results in IBEX transferring the full value of a Common Share under the Award, whether or not an actual share is issued. Full Value Awards shall include, but are not limited to, share awards, share units, Performance Shares, Performance Units that are payable in Common Shares, and Other Share-Based Awards for which IBEX transfers the full value of Common Shares under the Award, but shall not include Dividend Equivalents.
“Incentive Share Option” means any share option that is designated, in the applicable Award Agreement or the resolutions of the Administrator under which the share option is granted, as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code.
“IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Share, pursuant to which the Common Share is priced for the initial public offering.
“IBEX” means IBEX Limited, an exempted company incorporated in Bermuda.
“Non-Employee Director” means a member of the Board who is not an employee of IBEX or any of its Affiliates.
“Nonqualified Option” means any share option that is not an Incentive Share Option.
“Other Share-Based Award” means an Award of Common Shares or any other Award that is valued in whole or in part by reference to, or is otherwise based upon, Common Shares, including without limitation Dividend Equivalents and convertible debentures.
“Participant” means an Eligible Individual to whom one or more Awards are or have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such person, his successors, heirs, executors and administrators, as the case may be.
“Performance Award” means a Full Value Award, the grant, vesting, lapse of restrictions or settlement of which is conditioned upon the achievement of performance objectives over a specified Performance Period and includes, without limitation, Performance Shares and Performance Units.
“Performance Goals” means the performance goals established by the Administrator in connection with the grant of Awards based on Performance Metrics or other performance criteria selected by the Administrator.
“Performance Period” means that period established by the Administrator during which any Performance Goals specified by the Administrator with respect to such Award are to be measured.
“Performance Metrics” means criteria established by the Administrator, which may relate to any of the following (or any other metric), as it may apply to an individual, one or more business units, divisions, or Affiliates, or on a company-wide basis, and in absolute terms, relative to a base period, or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies:
(i)Earnings or Profitability Metrics: any derivative of revenue; earnings/loss (gross, operating, net, or adjusted); earnings/loss before interest and taxes (“EBIT”); earnings/loss before interest, taxes, depreciation and amortization (“EBITDA”); profit margins; operating margins; expense levels or ratios; provided that any of the foregoing metrics may be adjusted to eliminate the effect of any one or more of the following: interest expense, asset impairments or investment losses, early extinguishment of debt or share-based compensation expense;
(ii)Return Metrics: any derivative of return on investment, assets, equity or capital (total or invested);
(iii)Investment Metrics: relative risk-adjusted investment performance; investment performance of assets under management;
(iv)Cash Flow Metrics: any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working capital;
(v)Liquidity Metrics: any derivative of debt leverage (including debt to capital, net debt-to- capital, debt-to-EBITDA or other liquidity ratios); and/or
(vi)Share Price and Equity Metrics: any derivative of return on shareholders’ equity; total shareholder return; share price; share price appreciation; market capitalization; earnings/loss per share (basic or diluted) (before or after taxes).
“Performance Shares” means a grant of share or share Units the issuance, vesting or payment of which is contingent on performance as measured against predetermined objectives over a specified Performance Period.
“Performance Units” means a grant of dollar-denominated Units the value, vesting or payment of which is contingent on performance against predetermined objectives over a specified Performance Period.
“Plan” means this IBEX Limited 2020 Long-Term Incentive Plan, as set forth herein and as it may be amended from time to time.
“Compensation Committee” means the Compensation Committee of the Board.
“Restricted Share” means an Award of Common Shares to a Participant that may be subject to certain transferability and other restrictions and to a risk of forfeiture (including by reason of not satisfying certain Performance Goals).
“Restricted Share Unit” means a right granted to a Participant to receive Common Shares or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain Performance Goals).
“Restriction Period” means, with respect to Full Value Awards, the period commencing on the date of grant of such Award to which vesting or transferability and other restrictions and a risk of forfeiture apply and ending upon the expiration of the applicable vesting conditions, transferability and other restrictions and lapse of risk of forfeiture and/or the achievement of the applicable Performance Goals (it being understood that the Administrator may provide that vesting shall occur and/or restrictions shall lapse with respect to portions of the applicable Award during the Restriction Period.
“Subsidiary” means any corporation or other entity in an unbroken chain of companies, corporations or other entities beginning with IBEX if each of the companies, corporations or other entities, or group of commonly controlled companies, corporations or other entities, other than the last company, corporation or other entity in the unbroken chain then owns shares, stock or other equity interests possessing 50% or more of the total combined voting power of all classes of shares, stock or other equity interests in one of the other companies, corporations or other entities in such chain or otherwise has the power to direct the management and policies of the entity by contract or by means of appointing a majority of the members of the board or other body that controls the affairs of the entity; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that is a “separation from service” within the meaning of Section 409A of the Code or whether an Eligible Individual is eligible to be granted an Award that in the hands of such Eligible Individual would constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code , a “Subsidiary” of a corporation or other entity means all other entities with which such company, corporation or other entity would be considered a single employer under Sections 414(b) or 414(c) of the Code.
“Tax Withholding Obligation” means any federal, state, local or foreign (non-United States) income, employment or other tax or social insurance contribution required by applicable law to be withheld in respect of Awards.
“Termination of Service” means the termination of the Participant’s employment, or performance of services for, IBEX and its Subsidiaries. Temporary absences from employment because of illness, vacation or leave of absence and transfers among IBEX and its Subsidiaries shall not be considered Terminations of Service. With respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of
Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income pursuant to Section 409A of the Code. A Participant has a separation from service within the meaning of Section 409A of the Code if the Participant terminates employment with IBEX and all Subsidiaries for any reason. A Participant will generally be treated as having terminated employment with IBEX and all Subsidiaries as of a certain date if the Participant and the entity that employs the Participant reasonably anticipate that the Participant will perform no further services for IBEX or any Subsidiary after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee or an independent contractor) will permanently decrease to no more than 20 percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been providing services for fewer than 36 months); provided, however, that the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or, if longer, so long as the Participant retains the right to reemployment with IBEX or any Subsidiary.
“Total and Permanent Disability” means, with respect to a Participant, except as otherwise provided in the relevant Award Agreement, that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until the Participant’s death
or result in death, or (ii) determined to be totally disabled by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in which the Participant participates and which conditions the right to receive benefits under such program on the Participant being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until the Participant’s death or result in death. The Administrator shall have sole authority to determine whether a Participant has suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition.
“Unit” means a bookkeeping entry used by IBEX to record and account for the grant of the following types of Awards until such time as the Award is paid, cancelled, forfeited or terminated, as the case may be: share units, Restricted Share Units, Performance Units, and Performance Shares that are expressed in terms of Common Shares.
{end of document}
Document
Exhibit 31.1
CERTIFICATION
I, Robert Dechant, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 of IBEX Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | February 5, 2026 |
|---|---|
| By: | /s/ Robert Dechant |
| Name: | Robert Dechant |
| Title: | Chief Executive Officer |
| (Principal Executive Officer) |
Document
Exhibit 31.2
CERTIFICATION
I, Taylor Greenwald, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 of IBEX Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | February 5, 2026 |
|---|---|
| By: | /s/ Taylor Greenwald |
| Name: | Taylor Greenwald |
| Title: | Chief Financial Officer |
| (Principal Financial Officer) |
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of IBEX Limited, (the “Company”) for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Robert Dechant |
|---|---|
| Name: | Robert Dechant |
| Title: | Chief Executive Officer |
| (Principal Executive Officer) | |
| By: | /s/ Taylor Greenwald |
| Name: | Taylor Greenwald |
| Title: | Chief Financial Officer |
| (Principal Financial Officer) |
February 5, 2026