exv10w05






Exhibit 10.05




AMENDMENT TO THE TELETECH HOLDINGS, INC.




AMENDED AND RESTATED 1999 STOCK OPTION AND INCENTIVE PLAN




     THIS AMENDMENT TO THE AMENDED AND RESTATED 1999 STOCK OPTION AND INCENTIVE PLAN (this
“Amendment”), is made and adopted by TeleTech Holdings, Inc., a Delaware corporation (the
“Company”) as of February 11, 2009 (the “Effective Date”). Capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as
defined below).



     WHEREAS, the Company maintains the Amended and Restated 1999 Stock Option and Incentive Plan
(the “Plan”);



     WHEREAS, pursuant to Section 20 of the Plan, the Plan may be amended from time to time by the
Compensation Committee of the Company’s Board of Directors (the “Committee”); and



     WHEREAS, the Committee desires to amend the Plan as set forth herein.



     NOW, THEREFORE, BE IT RESOLVED, that the Plan be amended as follows:




	1.	 	Section 2.18 is hereby deleted in its entirety and replaced with the following:
	 
	 	 	“Independent Director” means a Director of TeleTech who is not an employee of
TeleTech or any Subsidiary.
	 
	2.	 	Section 2.29(g) is hereby deleted and replaced in its entirety with the following:
	 
	 	 	“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).
	 
	3.	 	All references in the Plan to “termination of employment” and/or “employment
termination” in the Plan are hereby amended to refer to “Termination of Service.”
	 
	4.	 	This Amendment shall be and is hereby incorporated in and forms a part of the Plan
effective as of the Effective Date, but only with respect to Awards granted under the Plan
on or after the Effective Date.
	 
	5.	 	Except as expressly provided herein, all terms and conditions of the Plan shall remain
in full force and effect.