exv10w08






Exhibit 10.08




TELETECH HOLDINGS, INC.

DIRECTORS OPTION AGREEMENT




     THIS DIRECTORS OPTION AGREEMENT (the “Agreement”) is entered into as of June 1, 2007 between
TELETECH HOLDINGS, INC., a Delaware corporation (the “Company”), and                                         
(“Optionee”), a Director of the Company. In consideration of the mutual promises and covenants
made herein, the parties hereby agree as follows:



     1. Grant of Option. Subject to the terms and conditions of the TeleTech Holdings,
Inc. 1999 Amended and Restated Stock Option and Incentive Plan (the “Plan”), which is incorporated
herein by this reference, the Company grants to Optionee an option (the “Option”) to purchase
           shares (the “Shares”) of the Company’s common stock, $0.01 par value (“Common Stock”) at an
Option Price of $           per share. The Option may be exercised immediately; however during the one
year period from the date of grant, the Option may be exercised only into Restricted Common Stock
for which the restrictions will lapse on the one year anniversary of the date of grant.



     The Option is not intended to qualify as an incentive stock option described in Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”). All provisions of this Agreement are
to be construed in conformity with this intention.



     2. Term. Except as provided below, the Option shall be valid for a term commencing on
the date hereof (the “Option Date”) and ending on the earliest of:




	 	(a)	 	10 years from the Option Date;
	 
	 	(b)	 	the date one year after the Optionee’s death; or
	 
	 	(c)	 	the date the Optionee’s membership on the Board of Directors is
terminated for Cause (as defined in the Plan).





     3. Procedure for Exercise. Exercise of the Option or a portion thereof shall be
effected by the giving of written notice to the Company in accordance with Section 11 of
the Plan and payment of the pro rata portion of the Option Price prescribed in Section 1
hereof for the number of Shares to be acquired pursuant to the exercise.



     4. Payment for Shares. Payment of the Option Price for any Shares purchased pursuant
to the Option shall be made in cash or by such other method as may be permitted by the Committee
administering the Plan in accordance with the provisions of Section 11 of the Plan. No
Shares shall be delivered upon exercise of the Option until full payment has been made and all
applicable withholding requirements satisfied.



     5. Options Not Transferable and Subject to Certain Restrictions. The Option is not
transferable, voluntarily or involuntarily, other than by will or the laws of descent and
distribution. During the Optionee’s lifetime, the Option may be exercised only by Optionee. In the
event of Optionee’s death, the Option may be exercised by the Optionee’s executor, administrator,
or distributee to whom Optionee’s rights under the Option shall pass by will or by the laws of
descent and distribution to the extent provided in the Plan.



     6. Acceptance of Plan. Optionee hereby accepts and agrees to be bound by all the
terms and conditions of the Plan.



     7. Compliance with Securities Laws. The Option shall not be exercisable and Shares
shall not be issued pursuant to exercise of the Option unless the exercise of the Option and the
issuance and delivery of Shares pursuant thereto shall comply with all relevant provisions of law
including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”), the
Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which Common Stock may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such compliance. If, in
the opinion of counsel



 









 







for the Company, a representation is required to be made by Optionee in order to satisfy any of the
foregoing relevant provisions of law, the Company may, as a condition to the exercise of the
Option, require Optionee to represent and warrant at the time of exercise that the Shares to be
delivered as a result of such exercise are being acquired solely for investment and without any
present intention to sell or distribute such Shares.



     8. No Other Rights. Optionee hereby acknowledges and agrees that, except as set forth
herein, no other representations or promises, either oral or written, have been made by the Company
or anyone acting on its behalf with respect to Optionee’s right to acquire any stock options or
other awards under the Plan, and Optionee hereby releases, acquits and forever discharges the
Company and anyone acting on its behalf of and from all claims, demands or causes of action
whatsoever relating to any such representations or promises and waives forever any claim, demand or
action against the Company or anyone acting on its behalf with respect thereto.



     9. References. Capitalized terms not otherwise defined herein shall have the same
meaning ascribed to them in the Plan.



     10. Governing Law. The construction and operation of this Agreement are governed by
the laws of the State of Delaware (without regard to its conflict of laws provisions).



     11. Adjustments. Subject to the sole discretion of the Board of Directors, TeleTech
may, with respect to any unexercised portion of the Option, make any adjustments necessary to
prevent accretion, or to protect against dilution, in the number and kind of shares covered by the
Option and in the applicable exercise price thereof in the event of a change in the corporate
structure or shares of TeleTech; provided, however, that no adjustment shall be made for the
issuance of preferred stock of TeleTech or the conversion of convertible preferred stock of
TeleTech. For purposes of this Section 11, a change in the corporate structure or shares of
TeleTech includes, without limitation, any change resulting from a recapitalization, stock split,
stock dividend, consolidation, rights offering, spin-off, reorganization or liquidation, and any
transaction in which shares of Common Stock are changed into or exchanged for a different number or
kind of shares of stock or other securities of TeleTech or another entity.



     12. Severability. Any provision of this Agreement (or portion thereof) that is deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to
this Section 12, be ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions thereof in such jurisdiction or rendering
that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other
jurisdiction.



     13. Entire Agreement. This Agreement (including the Plan, which is incorporated
herein) constitutes the entire agreement between the parties concerning the subject matter hereof
and supersedes all prior and contemporaneous agreements, oral or written, between TeleTech and
Optionee relating to Optionee’s entitlement to stock options, Common Stock or similar benefits,
under the Plan or otherwise.



     14. Amendment. This Agreement may be amended and/or terminated at any time by mutual
written agreement of TeleTech and Optionee.



     15. No Third Party Beneficiary. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than Optionee and Optionee’s respective successors and
assigns expressly permitted herein, any rights, remedies, obligations or liabilities under or by
reason of this Agreement.



[SIGNATURE PAGE TO FOLLOW]




 









 





     Executed as of the date first written above.



	 	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	TELETECH HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name	 	 
	 

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Social Security Number