Exhibit 4.3


 


TELETECH HOLDINGS, INC.


RESTRICTED STOCK UNIT AGREEMENT


(Section 16 Officer)


 


THIS RESTRICTED
STOCK UNIT AGREEMENT (the “Agreement”) is entered into between TELETECH
HOLDINGS, INC., a Delaware corporation (“TeleTech”), and
                          
(“Grantee”), as of
                            
(the “Grant Date”).  In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:


 


1.             Grant of RSUs.  Subject to the terms and conditions of the
TeleTech Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”), a
copy of which is attached hereto and incorporated herein by this reference,
TeleTech grants to Grantee
                                      
RSUs  (the “Award”).


 


2.                                       Rights Upon Certain Events.


 


(a)           Rights
Upon Termination of Service.  If
Grantee incurs a “Termination of Service” (as defined below) for any reason
other than (i) for “Cause” (as defined herein), (ii) Grantee’s death,
or (iii) Grantee’s mental, physical or emotional disability or condition
(a “Disability”), Grantee shall retain rights of ownership to any then
vested portion of the Award.  Any
unvested portion of the Award shall be immediately cancelled.


 


(b)           Rights
Upon Termination of Service For Cause. 
If Grantee incurs a Termination of Service for Cause, the RSUs shall be
immediately cancelled.


 


(c)           Rights
Upon Grantee’s Death or Disability. 
If Grantee incurs a Termination of Service as a result of Grantee’s
death or disability, Grantee shall retain any then vested portion of the Award.
 Any unvested portion of the Award shall
be immediately cancelled.


 


3.                                       Vesting.


 


(a)           The RSU Award shall vest in four
installments beginning on
                                ,
as delineated in the table below:


 


	
  Vesting Schedule

  	
   

  
	
  Vesting Date

  	
   

  	
  Cumulative Percentage

  	
   

  
	
   

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
  25

  	
  %

  



 


(b)           Grantee must not have incurred a
Termination of Service before any Vesting Date in order to vest in the portion
of the RSUs that vest on such Vesting Date. 
No portion of the RSUs shall vest between Vesting Dates; if Grantee
incurs a Termination of Service for any reason, then any portion of the RSUs
that is scheduled to vest on any Vesting Date after the date Grantee’s
Termination of Service is terminated automatically shall be forfeited as of the
Termination of Service.


 


3A.     
Vesting Following a Change in Control.


 


(a)       
Accelerated Vesting.  Notwithstanding the vesting schedule
contained in Section 3, upon a “Change in Control” (as hereinafter
defined), any unvested Performance Vesting RSUs and Time Vesting RSUs that
would otherwise vest on or after the effective date of the Change in Control
shall be accelerated and become 100% vested on the effective date of the Change
in Control; provided, however, that for purposes of
a Change in Control pursuant to Section 3(b)(i) hereof, the unvested
Performance Vesting RSUs and Time Vesting RSUs shall be 


 


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deemed to have vested
immediately prior to a Change in Control transaction described in Section 3(b)(i) hereof
in order to allow such Performance Vesting RSUs and Time Vesting RSUs to
participate in such Change in Control transaction.


 


(b)           Definition of “Change in Control”.
For purposes of this Agreement, “Change in Control” means the occurrence
of any one of the following events:


 


(i)            any consolidation, merger or other
similar transaction (A) involving TeleTech, if TeleTech is not the
continuing or surviving corporation, or (B) which contemplates that all or
substantially all of the business and/or assets of TeleTech will be controlled
by another corporation;


 


(ii)           any sale, lease, exchange or transfer
(in one transaction or series of related transactions) of all or substantially
all of the assets of TeleTech (a “Disposition”); provided, however,
that the foregoing shall not apply to any Disposition to a corporation with
respect to which, following such Disposition, more than 51% of the combined
voting power of the then outstanding voting securities of such corporation is
then beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners of at least 51% of
the then outstanding Common Stock and/or other voting securities of TeleTech
immediately prior to such Disposition, in substantially the same proportion as
their ownership immediately prior to such Disposition;


 


(iii)          approval by the stockholders of
TeleTech of any plan or proposal for the liquidation or dissolution of
TeleTech, unless such plan or proposal is abandoned within 60 days following
such approval;


 


(iv)          the acquisition by any “person” (as
such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), or two or more persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended) of 51% or more of the
outstanding shares of voting stock of TeleTech; provided, however,
that for purposes of the foregoing, “person” excludes Kenneth D. Tuchman and
his affiliates; provided, further that the foregoing shall
exclude any such acquisition (A) by any person made directly from
TeleTech, (B) made by TeleTech or any Subsidiary, or (C) made by an
employee benefit plan (or related trust) sponsored or maintained by TeleTech or
any Subsidiary; or


 


(v)           if, during any period of
15 consecutive calendar months commencing at any time on or after the
Grant Date, those individuals (the “Continuing Directors”) who either (A) were
directors of TeleTech on the first day of each such 15-month period, or (B) subsequently
became directors of TeleTech and whose actual election or initial nomination
for election subsequent to that date was approved by a majority of the
Continuing Directors then on the board of directors of TeleTech, cease to
constitute a majority of the board of directors of TeleTech.


 


(c)           Other Definitions.  The following terms have the meanings
ascribed to them below:


 


(i)            “Cause”
has the meaning given to such term, or to the term “For Cause” or other similar
phrase, in Grantee’s Employment Agreement with TeleTech or any Subsidiary, if
any; provided, however, that if at any time Grantee’s
employment or service relationship with TeleTech or any Subsidiary is not
governed by a written agreement or if such written agreement does not define “Cause,”
then the term “Cause” shall have the meaning given to such term in the Plan.


 


(ii)           “Termination Date” means the
date upon which Grantee incurs a Termination of Service and for a Grantee who
is then an employee, shall mean the latest day on which Grantee is expected to
report to work and is responsible for the performance of services to or on
behalf of TeleTech or any Subsidiary, notwithstanding that Grantee may be
entitled to receive payments from TeleTech (e.g., for unused vacation or sick
time, severance payments, deferred compensation or otherwise) after such date;
and


 


(iii)          “Good Reason” means with
respect to any Grantee who is an employee (A) any reduction in Grantee’s
base salary; provided  that a reduction in Grantee’s base salary
of 10% or less does not 


 


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constitute
“Good Reason” if such reduction is effected in connection with a reduction in
compensation that is applicable generally to officers and senior management of
TeleTech; (B) Grantee’s responsibilities or areas of supervision within
TeleTech or its Subsidiaries are substantially reduced; or (C) Grantee’s
principal office is relocated outside the metropolitan area in which Grantee’s
office was located immediately prior to the Change in Control; provided,
however, that temporary assignments made for the good of TeleTech’s
business shall not constitute such a move of office location.  In addition, no termination of a Grantee’s
employment or service shall be deemed to be for Good Reason unless (i) Grantee
provides TeleTech with written notice setting forth the specific facts or
circumstances constituting Good Reason within thirty (30) days after the
initial existence of the occurrence of such facts or circumstances, (ii) TeleTech
or the Subsidiary which employs Grantee has failed to cure such facts or
circumstances within thirty (30) days of its receipt of such written notice,
and (iii) the effective date of the termination for Good Reason occurs no
later than ninety (90) days after the initial existence of the facts or
circumstances constituting Good Reason.


 


(iv)                        “Termination of Service” shall mean:


 


(a) 
As to an Independent Director, the time when a Participant who is an
Independent Director ceases to be a Director for any reason, including, without
limitation, a termination by resignation, failure to be elected, death or
retirement, but excluding terminations where the Participant simultaneously
commences employment with TeleTech or remains in employment or service with TeleTech
or any Subsidiary in any capacity.


 


(b) As
to an employee, the time when the employee-employer relationship between a
Participant and TeleTech or any Subsidiary is terminated for any reason,
including, without limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding terminations where the Participant
simultaneously commences service with TeleTech as an Independent Director.


 


The Committee, in its
sole discretion, shall determine the effect of all matters and questions
relating to Terminations of Service, including, without limitation, the
question of whether a Termination of Service resulted from a discharge for
cause and all questions of whether particular leaves of absence constitute a
Termination of Service; provided, however, that, with respect to
Incentive Stock Options, unless the Committee otherwise provides in the terms
of the Award Agreement or otherwise, a leave of absence, change in status from
an employee to an Independent Director or other change in the employee-employer
relationship shall constitute a Termination of Service only if, and to the
extent that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the
then applicable regulations and revenue rulings under said Section.   For purposes of the Plan, a Participant’s
employee-employer relationship or Independent Director relations shall be
deemed to be terminated in the event that the Subsidiary employing or
contracting with such Participant ceases to remain a Subsidiary following any
merger, sale of stock or other corporate transaction or event (including,
without limitation, a spin-off).


 


(v)           “Independent
Director” means a Director of TeleTech who is not an employee of TeleTech
or any Subsidiary.


 


3B.     
Settlement of Vested RSUs.   RSUs
subject to an Award shall be settled pursuant to the terms of the Plan as soon
as reasonably practicable following the vesting thereof, but in no event later
than March 15 of the calendar year following the calendar year in which
the RSUs vest.


 


4.             RSUs Not Transferable and
Subject to Certain Restrictions.  The
RSUs subject to the Award may not be sold, pledged, assigned or transferred in
any manner other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined in Section 414(p) of
the Internal Revenue Code of 1986, as amended (the “Code”).


 


5.             Forfeiture  If at any time during Grantee’s employment or
services relationship with TeleTech or at any time during the 12 month period
following Grantee’s Termination of Service, a Forfeiture Event (as defined
below) occurs, then at the election of the Committee, (a) this Agreement
and all unvested RSUs granted hereunder shall terminate and (b) Grantee
shall return to TeleTech for cancellation all shares held by Grantee plus pay
TeleTech the


 


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amount of any proceeds
received from the sale of any shares to the extent such shares were issued
pursuant to RSUs granted under this Agreement that vested (i) during the
24 month period immediately preceding the Forfeiture Event, or (ii) on the
date of or at any time after such Forfeiture Event. “Forfeiture Event” means
the following: (i) conduct related to Grantee’s employment or service
relationship for which criminal penalties may be sought; (ii) Grantee’s
commission of an act of fraud or intentional misrepresentation; (iii) Grantee’s
embezzlement or misappropriation or conversion of assets or opportunities of
TeleTech or any Subsidiary; (iv) Grantee’s breach of any the
non-competition or non-solicitation provisions; (v) Grantee’s disclosing
or misusing any confidential or proprietary information of TeleTech or any
Subsidiary or violation of any policy of TeleTech or any Subsidiary or duty of
confidentiality; or (vi) any other material breach of the Code of Conduct
or other appropriate and applicable policy of TeleTech or any Subsidiary.  The Committee, in its sole discretion, may
waive at any time in writing this forfeiture provision and release Grantee from
liability hereunder.


 


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


 


7.             No Right to Employment.  Nothing herein contained shall confer upon
Grantee any right to continuation of employment or service relationship by
TeleTech or any Subsidiary, or interfere with the right of TeleTech or any
Subsidiary to terminate at any time the employment or service relationship of
Grantee.  Nothing contained herein shall
confer any rights upon Grantee as a stockholder of TeleTech, unless and until
Grantee actually receives shares of Common Stock.


 


8.             Adjustments.  Subject to the sole discretion of the Board
of Directors, TeleTech may, with respect to any vested RSUs that have not been
settled pursuant to the Plan, make any adjustments necessary to prevent
accretion, or to protect against dilution, in the number and kind of shares
that may be used to settle vested RSUs 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 7, 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.


 


9.             No Other Rights.  Grantee hereby acknowledges and agrees that,
except as set forth herein, no other representations or promises, either oral
or written, have been made by TeleTech, any Subsidiary or anyone acting on
their behalf with respect to Grantee’s rights under this Award, and Grantee
hereby releases, acquits and forever discharges TeleTech, the Subsidiaries and
anyone acting on their 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 TeleTech, any Subsidiary or anyone
acting on their behalf with respect thereto.


 


10.           Confidentiality.  GRANTEE AGREES NOT TO
DISCLOSE, DIRECTLY OR INDIRECTLY, TO ANY OTHER EMPLOYEE OF TELETECH AND TO KEEP
CONFIDENTIAL ALL INFORMATION RELATING TO ANY AWARDS GRANTED TO GRANTEE,
PURSUANT TO THE PLAN OR OTHERWISE, INCLUDING THE AMOUNT OF ANY SUCH AWARD AND
THE RATE OF VESTING THEREOF; PROVIDED THAT GRANTEE SHALL BE ENTITLED TO
DISCLOSE SUCH INFORMATION TO SUCH OF GRANTEE’S ADVISORS, REPRESENTATIVES OR
AGENTS, OR TO SUCH OF TELETECH’S OFFICERS, ADVISORS, REPRESENTATIVES OR AGENTS
(INCLUDING LEGAL AND ACCOUNTING ADVISORS), WHO HAVE A NEED TO KNOW SUCH
INFORMATION FOR LEGITIMATE TAX, FINANCIAL PLANNING OR OTHER SUCH PURPOSES.


 


11.           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 10, 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.


 


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


 


13.           Entire Agreement.  This Agreement (including the Plan)
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 Grantee relating to Grantee’s entitlement to RSUs
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 Grantee;
provided, however that TeleTech, in its sole discretion, may amend the
definition of “Change in Control” in Section 3A(b) from time to time
without the consent of Grantee.


 


15.           Section 409A.


 


(a)           Notwithstanding any provision herein
to the contrary, for purposes of determining whether Grantee has incurred a
Termination of Service for purposes of Section 3A hereof, Grantee will not
be treated as having incurred a Termination of Service unless such termination
constitutes a “separation from service” as defined for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A”).   If Grantee has a “separation from service”
following a Change in Control pursuant to Section 3A(a)(ii), the RSUs
vesting as a result of such “separation from service” will be paid on a date
determined by TeleTech within 5 days of Grantee’s “separation from service.”  If Grantee is a “specified employee” (within
the meaning of Section 409A) with respect to TeleTech at the time of a “separation
from service” and Grantee becomes vested in RSUs as a consequence of a “separation
from service,” the delivery of property in settlement of such vested RSUs shall
be delayed until the earliest date upon which such property may be delivered to
Grantee without being subject to taxation under Section 409A.


 


(b)           This Restricted Stock Unit Agreement
and the Award are intended to be exempt from the provisions of Section 409A
of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, as providing for any payments to be made within the
applicable “short-term deferral” period (within the meaning of Section 1.409A-1(b)(4) of
the Department of Treasury regulations) following the lapse of a “substantial
risk of forfeiture” (within the meaning of Section 1.409A-1(d) of the
Department of Treasury regulations). 
Notwithstanding any provision of this Agreement to the contrary, in the
event that the Committee determines that the Award may be subject to Section 409A
of the Code, the Committee, in its sole discretion, may adopt such
amendments  to this Award Agreement or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, from time to
time, without the consent of Grantee, that the Committee determines are
necessary or appropriate to (a) exempt the Award from Section 409A of
the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A
of the Code and related Department of Treasury guidance and thereby avoid the
application of penalty taxes under Section 409A of the Code.


 


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


 


17.           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).


 


[SIGNATURE PAGE TO FOLLOW]


 


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Executed as of the
date first written above.


 


	
   

  	
  TELETECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  John R. Troka, Jr.

  
	
   

  	
   

  	
  Title:  Interim Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature of
                               (“Grantee”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grantee’s Social
  Security Number

  



 


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