exv10w13






Exhibit 10.13




AMENDMENT TO EMPLOYMENT AGREEMENT




     This amendment (the “Amendment”) to the Employment Agreement by and between TeleTech
Holdings, Inc. (the “Company”) and James E. Barlett (“Employee”), dated as of
October 15, 2001, is hereby made and entered into effective as of December 31, 2008, by and between
the Company and Employee.



     WHEREAS, the Company and Employee entered into the Employment Agreement dated as of October
15, 2001 (the “Agreement”); and



     WHEREAS, the Company and Employee desire to amend the Agreement to conform the Agreement to
the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations and Internal Revenue Service guidance thereunder (“Section 409A”).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties set
forth in this Amendment, and other good and valuable consideration, the parties hereto, intending
to be legally bound, agree as follows:




1. Section 409A. The following Section 12 shall be added to the Agreement:



     12. Section 409A of the Internal Revenue Code.




	 	a.	 	This Agreement shall be interpreted and administered in a manner so that any
amount or benefit payable hereunder shall be paid or provided in a manner that is
either exempt from, or complies with, the requirements of Section 409A of the Code and
the Internal Revenue Service guidance and Treasury Regulations thereunder (“Section
409A”).
	 
	 	b.	 	With respect to any continued fringe benefits provided during the severance
period under Section 7(c)(ii):






     (i) Continuation of Healthcare Coverage. Company shall provide
Employee with continued health benefits as follows:




          (A) If continued healthcare benefits are to be provided through third-party
insurance maintained by the Company under the Company’s benefit plans in a manner
that causes such COBRA benefits to be exempt from the application of Section 409A
under Treasury Regulation Section 1.409A-1(a)(5), pay or reimburse such premiums in
accordance with the terms of the Agreement, provided, however, that if, during the
period of continuation coverage, any plan pursuant to which such benefits are
provided ceases to be exempt from the application of Section 409A under Treasury
Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining
premium shall thereafter be paid to



 









 







the Employee as currently taxable compensation in substantially equal monthly
installments over the remainder of the continuation coverage period; or




          (B) if such healthcare benefits are to be provided in whole or in part through
a self-funded plan, the benefits of which are not fully-insured by a third-party
insurer:




	 	(1)	 	to the greatest extent applicable, such
healthcare benefits shall be construed to satisfy the exemption from
Section 409A pursuant to Treasury Regulation Section
1.409A-1(b)(9)(v)(B), and
	 
	 	(2)	 	with respect to the portion of healthcare
benefits that will extend beyond the maximum COBRA continuation
period, the Company shall determine, as of the date of Employee’s
termination, the amount (the “Section 409A Healthcare Coverage
Payment”) equal to (x) the aggregate of the subsidized premiums
which would otherwise be paid or reimbursed by the Company in
respect of such benefits, minus (y) the value of any benefits
provided, or to be provided, to Employee under paragraph (1) above,
and pay a lump sum cash payment to Employee in an amount equal to
the Section 409A Healthcare Coverage Payment within sixty (60) days
following the date of Employee’s “separation from service” (as
defined below) (with the specific date to be determined by the
Company in its sole discretion), in lieu of such continued
healthcare coverage or subsidized premiums; provided, however, that
if Employee is a “specified employee” (as defined below) on the date
of Employee’s “separation from service,” such lump sum cash payment
shall be paid as provided in Section 12(d) below.






     (ii) Continuation of Life Insurance.




          (A) Group Term and Executive Life Insurance. To the extent
applicable, Company shall continue to provide to Employee the group term and
executive life insurance (if any) under which Employee was covered immediately prior
to Employee’s termination through insurance maintained by Company in a manner that
satisfies the exemption under Treasury Regulation Section 1.409A-1(a)(5). In the
event such continued life insurance coverage cannot be provided in such a manner,
Employee shall be entitled to convert such life insurance policies in accordance
with the terms of such policies, and Company shall reimburse Employee for the cost
of the premiums to continue such life insurance coverage during the severance period
in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), as
provided in Section 12(b)(iv) hereof.




          (B) Flexible Premium Life Insurance Policy. To the extent applicable,
Company shall continue to provide to Employee the life insurance coverage (if any)
under the Flexible Premium Life Insurance Policy (used to fund the TeleTech Deferred
Compensation Plan) under which Employee was covered



 









 







immediately prior to Employee’s
termination through insurance maintained by the
Company in a manner that satisfies the exemption under Treasury Regulation
Section 1.409A-1(a)(5). In the event such life insurance coverage cannot be
continued or provided in such a manner, or in the event such life insurance coverage
cannot be continued or converted under the terms of the life insurance policy or in
a commercially reasonable manner (as determined in the Company’s sole discretion),
Company shall provide Employee with a lump sum cash payment in an amount equal to
two (2) times the amount of the annual aggregate premiums paid on Employee’s behalf
for such life insurance coverage for the calendar year immediately prior to the
calendar year in which Employee’s termination occurs; provided, however, that if
Employee is a “specified employee” on the date of Employee’s “separation from
service,” such lump sum cash payment shall be paid as provided in Section 12(d)
below.




     (iii) Aircraft and Automobile Usage; Company Matching Contributions to
Qualified Retirement Plan. In the event that, immediately prior to Employee’s
termination, Employee is entitled to personal use of the Company aircraft, a
Company-paid automobile lease or car allowance, and/or employer matching
contributions to a qualified retirement plan of the Company in which Employee is a
participant, Employee shall be entitled to receive, in lieu of the continuation of
such fringe benefit(s) during the severance period, a lump sum cash payment in an
amount equal to two (2) times the value of each such fringe benefit as reported in
the summary compensation table1 of the Company’s definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission for the
Company’s fiscal year immediately prior to the fiscal year in which Employee’s
termination occurs. Such lump sum cash payment shall be paid to Executive within
sixty (60) days following the date of Employee’s “separation from service” (with the
specific date to be determined by the Company in its sole discretion); provided,
however, that if Employee is a “specified employee” on the date of Employee’s
“separation from service,” such lump sum cash payment shall be paid as provided in
Section 12(d) below.




     (iv) With respect to the financial planning allowance provided under Section
3(d) and any continued fringe benefits provided under Section 7(c)(ii) not mentioned
above, which are non-exempt reimbursements or in-kind benefits (including any
continued healthcare benefits that cannot be provided in the manner described in
Section 12(b) above), such benefits shall be provided in a manner that complies with
Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no
event shall such benefits be provided later than the last day of Employee’s taxable
year following the taxable year in which the expense was incurred or obligation
arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits
provided, during Employee’s taxable year may not affect the expenses eligible for
reimbursement, or in-kind benefits provided,





 




			
	1	 	With respect to the proxy statement filed for 2007, the
summary compensation table is listed as the “All Other Compensation Table.”




 









 











in any other taxable year of Employee,
and (iii) the right to reimbursements or in-kind benefits is not subject to
liquidation or exchange for another benefit.




	 	c.	 	Notwithstanding anything in this Agreement to the contrary, to the extent that
any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for
purposes of Section 409A, and such payment or benefit would otherwise be payable or
distributable hereunder by reason of Employee’s termination of employment, all
references to Employee’s termination of employment shall be construed to mean a
“separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), and
Employee shall not be considered to have a termination of employment unless such
termination constitutes a “separation from service” with respect to Employee. If this
Section 12(c) applies, such payments or benefits that are subject to Section 409A shall
be paid (or, in the event of the installment payments under Section 7(c), shall
commence to be paid) on the date that the Company determines within sixty (60) days
following the date of Employee’s “separation from service.” For purposes of Section
7(c), the installment payments made on separate payroll dates shall be treated as a
series of separate payments for purposes of Section 409A, and, to the greatest extent
applicable, any such installment payments payable under Section 7(c) shall be construed
to be exempt payments pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii).
	 
	 	d.	 	Notwithstanding anything in Section 12(c) to the contrary, if Employee is a
“specified employee” on the date of Employee’s “separation from service” (as determined
under Treasury Regulation Section 1.409A-1(i)), any benefit or payment that constitutes
non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A)
shall be delayed in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i), and any such delayed payment shall be paid to Employee in a lump sum
during the ten (10) day period commencing on the earlier of (i) the expiration of the
six-month period measured from the date of Employee’s “separation from service,” or
(ii) Employee’s death. To the greatest extent permitted under Section 409A, any
separate payment or benefit under the Agreement will not be deemed to constitute
“nonqualified deferred compensation” subject to Section 409A and the six-month delay
requirement to the extent provided in the exceptions in Treasury Regulation Section
1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision
of Section 409A.
	 
	 	e.	 	If the parties hereto determine that any payments or benefits payable under
this Agreement intended to comply with Section 409A do not so comply, Employee and the
Company agree to amend this Agreement, or take such other actions as Employee and the
Company deem necessary or appropriate, to comply with the requirements of Section 409A,
while preserving benefits that are, in the aggregate, no less favorable than the
benefits as provided to Employee under this Agreement. If any provision of the
Agreement would cause such payments or benefits to fail to so comply, such provision
shall not be effective and shall be null and void with respect to such payments or
benefits, and such provision shall otherwise remain in full force and effect.




 









 











     The Agreement, as amended by this Amendment, shall remain in full force and effect in
accordance with the terms and conditions thereof. This Amendment may be executed
simultaneously in any number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written
above.



	 	 	 	 	 
	 	TeleTech Holdings, Inc.

 	 
	 	By:  	/s/ Michael M. Jossi
 	 
	 	 	Michael M. Jossi 	 
	 
	 	Title:  	Executive Vice President of Global Human
Capital 	 
	 
	 	James E. Barlett

 	 
	 	/s/ James E. Barlett