exv10w1






Exhibit 10.1




TeleTech Holdings, Inc.

Compensatory Arrangements — Independent Directors



The following compensatory arrangements for Independent Directors of TeleTech Holdings, Inc. (the
“Company”) shall become effective on May 21, 2009 (the “Effective Date,” which is the date of the
first annual meeting of stockholders to be held after their approval by the Compensation Committee
of the Company’s Board of Directors). For purposes of these arrangements, the term Independent
Director shall mean a director who qualifies as an “Independent Director” under the 1999 Stock
Option and Incentive Plan, as amended and restated.



Commencing as of the Effective Date, each Independent Director shall be entitled to the following:





			
	      (a)	 	an annual retainer1 of $75,000 for Board service;






			
	      (b)	 	additional annual retainer fees1 for Board committee service as follows:





	 	 	 	 	 
	Chair of Audit Committee

	 	$	27,000	 
	Other Members of Audit Committee

	 	$	13,500	 
	Chair of Compensation Committee

	 	$	20,000	 
	Other Members of Compensation Committee

	 	$	10,000	 
	Chair of Nominating and Governance Committee

	 	$	15,000	 
	Other Members of Nominating and Corporate Governance Committee

	 	$	5,000	 







			
	     (c)	 	the annual grant, as of the date of each annual stockholder meeting (commencing with
the 2009 Annual Stockholder Meeting), of $75,000 of restricted stock units (RSUs), based on
the fair market value of the Company’s common stock on the grant date;2
provided, however, that the Company will not issue RSUs that are convertible into
fractional shares of the Company’s common stock.3 The RSUs will vest in full on
the earlier of: (i) the first anniversary of the date of grant; (ii) the date of the
succeeding year’s annual meeting of stockholders; or (iii) any change-in-control event (as
defined in the RSU agreement); and






			
	      (d)	 	for each Independent Director who first joins the Board on or after the Effective Date,
an initial grant, as of the date on which such Independent Director first joins the Board,
of $100,000 of RSUs, based on the fair market value of the Company’s common stock on the
grant date;2 provided, however, that the Company will not issue RSUs that are
convertible into fractional shares of the Company’s common stock.4 The RSUs
will vest in full on the earlier of: (i) the first anniversary of the date of grant; (ii)
the date of the succeeding year’s annual meeting of stockholders; or (iii) any
change-in-control event (as defined in the RSU agreement).







 




			
	1	 	All retainer fees shall be paid quarterly in arrears, with
fees earned during a fiscal quarter to be paid during the
first month of the immediately succeeding quarter. In the
event an Independent Director serves as a member of the Board
or a committee or as Chair of a committee for less than all
of a fiscal quarter, the amount of the quarterly installment
of each applicable retainer fee under paragraphs (a) and (b)
above shall be pro-rated based on the number of days served
during the quarter. The preceding sentence shall first apply
with respect to the fiscal quarter ending June 30, 2009 for
each Independent Director serving as of the Effective Date.
For example, based on the Effective Date of May 21, 2009,
each Independent Director would receive 41/91 of the
quarterly retainer due for the fiscal quarter ending June 30,
2009 (representing 41 of the 91 days in the second quarter of
2009).
	 
	2	 	The fair market value of the Company’s common stock shall be
determined by the closing price of the Company’s common stock
on the grant date or, if the Company’s common stock is not
traded on the Nasdaq Stock Market (or other applicable
exchange or quotation system) on the date of grant, the last
preceding trading day.
	 
	3	 	For example, if the closing price of the Company’s common
stock is $12.30 per share on the date of the annual meeting
of stockholders, each incumbent Independent Director would
receive 6,097 RSUs ($75,000 divided by $12.30 per share =
6,097.56 RSUs, with any and all fractional shares
disregarded).
	 
	4	 	For example, if the closing price of the Company’s common
stock is $12.20 per share on the date that an Independent
Director is appointed to the Board, the Independent Director
would receive 8,196 RSUs ($100,000 divided by $12.20 per
share = 8,196.72 RSUs, with any and all fractional shares
disregarded).