Exhibit
4.5


 


TELETECH HOLDINGS, INC.


INDEPENDENT DIRECTOR


RESTRICTED STOCK UNIT AGREEMENT


 


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”).  Capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed to them in the TeleTech Holdings, Inc. 2010 Equity Incentive Plan
(the “Plan”).  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 Plan, a copy of which is attached hereto and
incorporated herein by this reference, TeleTech grants to Grantee
                                
Restricted Stock Units (“RSUs”) (the “Award”).


 


2.


 


(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 Award.  Any unvested Award shall be immediately
cancelled.


 


(b)           Rights
Upon Termination of Service For Cause.  If Grantee
incurs a Termination of Service for Cause, the Award 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 rights of ownership to any then vested
Award.  Any unvested Award shall be
immediately cancelled.


 


3.                                       Vesting.


 


(a)           The Award shall become fully vested upon the earlier
of (i) the first anniversary of the Grant Date, (ii) the date of the
annual meeting of stockholders in the calendar year immediately following the
Grant Date, or (iii) upon a Change in Control (as defined herein).


 


(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;


 


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(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.


 


(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
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 


 


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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.


 


3A.          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.             Acceptance of Plan.  Grantee
hereby accepts and agrees to be bound by all the terms and conditions of the
Plan.


 


6.             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.


 


7.             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.


 


8.             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


 


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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.


 


9.             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.


 


10.           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.


 


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


 


12.           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.


 


13.           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 3(b) from
time to time without the consent of Grantee.


 


14.           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 3 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 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.


 


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15.           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.


 


16.           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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