Exhibit 10.1


 


TELETECH HOLDINGS, INC.


FORM OF 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”).  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. 1999 Stock Option Plan, as
amended and restated (the “Plan”), a copy of which is attached hereto
and incorporated herein by this reference, TeleTech grants to Grantee                                 
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 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               
installments beginning on                               ,
as delineated in the table below:


 


	
  Vesting Schedule

  	
   

  
	
   

  	
   

  	
  Cumulative

  	
   

  
	
  Vesting Date

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


(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,


 


(i)                                     upon a Change in Control (as hereinafter defined), any unvested
Performance Vesting RSUs that would otherwise vest in excess of 12 months from
the effective date of the Change of Control shall be treated as Time Vesting
RSUs and together with the Time Vesting RSUs shall be accelerated such that
they shall vest on the one year anniversary of the effective date of the Change
of Control as follows:


 


1

















 


·                  during the first year of employment or service — 0% of the unvested
restricted shares shall be accelerated


·                  during the second year of employment or service — 20% of the unvested
restricted shares shall be accelerated


·                  during the third year of employment or service — 50% of the unvested
restricted shares shall be accelerated


·                  during the fourth year of employment or service and thereafter — 100% of
the unvested restricted shares shall be accelerated.


 


Any Performance Vesting RSUs scheduled to vest within 12
months after the effective date of the Change of Control shall continue to vest
pursuant to the schedule set forth in Section 3.


 


(ii)       
if Grantee incurs a Termination of Service within 12 months following a Change
in Control, then the entire amount of the Award shall become 100% vested as of
Grantee’s Termination Date (as defined herein); provided, however,
that the accelerated vesting described in the foregoing clause (ii) shall
not apply if Grantee’s Termination of Service is (A) by Grantee for any
reason other than for “Good Reason” (as defined herein), or (B) by
TeleTech for “Cause” (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;


 


(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:


 


2

















 


(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 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.


 


3

















 


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 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


 


4

















 


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.


 


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 


 


5

















 


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]


 


6

















 


Executed as of the date
first written above.


 


 


	
   

  	
  TELETECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature of
                                      
  (“Grantee”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grantee’s Social
  Security Number

  



 


7