**3. ****Restricted Stock Units**          Subject to the prior approval of the Compensation Committee of the Board, the Company shallgrant Employee 50,000 restricted stock units (“RSUs”). The RSUs shall vest in four equalinstallments beginning on the first anniversary of the date of such grant provided that Employeeremains employed by the Company on each such vesting date. The terms and conditions of the RSUsshall be more fully set forth in a Restricted Stock Unit Agreement, in substantially the formattached hereto as Exhibit A.     **4. ****Fringe benefits**          **a. Medical, Vision, Dental and Long-Term Disability Insurance.**Employee and his dependentsshall be eligible for coverage under the group medical, vision, and dental insurance plans madeavailable from time to time to TeleTech’s executive and management employees, beginning on thefirst of the month after 30 days from the Start Date. TeleTech shall pay the premiums duringEmployee’s employment under the group medical, vision, dental, and Long-Term Disability insuranceplans pursuant to the same premium-payment formula applicable to TeleTech’s other seniorexecutives.          **b. Life Insurance.**Subject to Employee’s satisfactory completion of a standard medicalexamination, Employee shall be eligible for, and TeleTech shall provide Employee with a $4,000,000term life insurance policy. TeleTech shall pay all premiums relating to such a policy up to$10,000 per year. TeleTech, on behalf of Employee, will maintain such insurance policy so long asEmployee is employed by TeleTech. Employee shall be the owner of such policy and shall have theright to designate the beneficiary or beneficiaries thereof. Upon termination of Employee’semployment for any reason, Employee shall have the right to continue and maintain such policy byhis payment of future premiums due under the policy.          **c. Miscellaneous benefits.**Employee shall receive fringe benefits generally applicable to theother TeleTech senior executives that are from time to time in effect, such as the Company’s 401(k)and Deferred Compensation Plans.     **5. ****Paid Leave**     Employee shall receive 24 days of accrued Paid Time Off (PTO) for Employee’s first full yearof employment pursuant to the then current PTO Policy (or any other vacation/sick policy then ineffect). Employee will also be paid for time off for certain holidays as set forth in Company’sthen current Company Holiday Policy.     **6. ****Relationship Between this Agreement and Other TeleTech Agreements**     In the event of any conflict between any term of this Agreement and any TeleTech contract,policy, procedure, guideline or other publication, the terms of this Agreement shall control.
 

 
     **7. ****Termination**          **a. Termination by Mutual Agreement.**The parties may terminate this Agreement and/or theemployment relationship by mutual written agreement.          **b. Termination by TeleTech Without Cause.**Upon written notice and at the Company’s solediscretion, the Company may terminate Employee’s employment without “Cause” (as defined inparagraph 2(c) above). Further, and solely with respect to the provisions of this paragraph 7(b),the phrase “without Cause” shall also include: (i) any change in Employee’s reporting structuresuch that he does not report directly to the Company’s Chief Executive Officer; or (ii) anymaterial decrease in Employee’s base salary, as described in paragraph 2(a) except if such materialdecrease is effected in connection with a reduction in compensation that is applicable generally toother Executive Vice Presidents of the Company; or (iii) any material negative change in Employee’stitle below that of Executive Vice President and Chief Sales Officer; or (iv) any requiredrelocation of Employee’s principal workplace to a location more than 50 miles outside of the DenverMetropolitan Area; provided, however, that if Employee fails to notify the Executive Vice Presidentof Global Human Capital of the Company in writing that the Company has terminated his employmentwithout Cause within 30 calendar days after the occurrence of any of the foregoing events (i) -(iv), Employee shall forever forfeit, release and waive his right to receive any severancecompensation or severance benefits in accordance with the provisions of this paragraph 7(b).     Upon a termination without Cause under this paragraph 7(b), if Employee executes a separationagreement and legal release releasing all claims, except for any claims under the Colorado WageClaim Act, in a form satisfactory to TeleTech and Employee continues to comply with all terms ofsuch separation agreement and any other agreement signed by Employee, TeleTech shall pay Employeeas severance pay the lump sum (subject to the provisions of section 11, below) of 12 months ofEmployee’s then-current base salary, less legally required deductions and withholdings. All otherterms and conditions of TeleTech’s Severance Pay Plan remain in full force and effect regarding thepayment of severance pay.     Upon a termination without Cause under this paragraph 7(b), if TeleTech pays Employee allsalary and compensation earned as of the termination date, and provides Employee severance pay andseverance benefits in the amount and on the terms specified in this paragraph 7(b), TeleTech’s actsin doing so shall be in complete accord and satisfaction of any claim that Employee has or may atany time have for compensation or payments of any kind from TeleTech arising from or relating inwhole or part to Employee’s employment with TeleTech and/or this Agreement. If the separationagreement and legal release is not signed within forty five (45) days fromwhen the agreement is presented to Employee, then Employee waives his right to receive anyseverance pay or severance benefits, even if Employee were to successfully litigate any claimagainst Company. Employee is not entitled to severance pay or severance benefits if Employeeterminates his own employment with Company except as set forth in this paragraph 7(b).
 

 
          **c. Termination by TeleTech for Cause.**TeleTech may terminate this Agreement effectiveimmediately for Cause, upon notice to Employee, with TeleTech’s only obligation being the paymentof any salary and compensation earned as of the date of termination, and any continuing obligationsunder Company pension or benefit plans then in effect, and without liability for severancecompensation of any kind.          **d. Termination Upon Employee’s Death.**This Agreement shall terminate immediately uponEmployee’s death. Thereafter, TeleTech shall pay to Employee’s estate all compensation fullyearned, and benefits fully vested as of the last date of Employee’s continuous, full-time activeemployment with TeleTech. TeleTech shall not be required to pay any form of severance, severancebenefits, or other compensation concerning or on account of Employee’s employment with TeleTech orthe termination thereof.          **e. Termination Following Disability.**During the first ninety (90) calendar days after amental or physical condition that renders Employee unable to perform the essential functions of hisposition with reasonable accommodation (the “Initial Disability Period”), Employee shall continueto receive his base salary as set forth in paragraph 2(a). Thereafter, if Employee qualifies forbenefits under TeleTech’s long term disability insurance plan (the “LTD Plan”), then he shallremain on leave for as long as he continues to qualify for such benefits, up to a maximum of 180consecutive days (the “Long Term Leave Period”). The Long Term Leave Period shall begin on thefirst day following the end of the Initial Disability Period. During the Long Term Leave Period,Employee shall be entitled to any benefits to which the LTD Plan entitles him, but no additionalcompensation from TeleTech in the form of salary, performance or MIP bonus, new stock optiongrants, allowances or otherwise. Consistent with applicable law, if at the end of the Long TermLeave Period Employee remains unable to perform the essential functions of his position, thenTeleTech may terminate this Agreement and/or Employee’s employment. In the event that TeleTechterminates this Agreement or Employee’s employment under this subparagraph 7(e), TeleTech’s paymentobligation to Employee shall be limited to all compensation fully earned, and benefits fully vestedas of the last date of Employee’s continuous, full-time active employment with TeleTech. Except asspecifically set forth above in this subparagraph 7(e), TeleTech shall not be required to pay anyform of severance, severance benefits, or other compensation concerning or on account of Employee’employment with TeleTech or the termination thereof. The compensation and benefits under thisparagraph are in addition to any other compensation and benefits Employee may receive under anydisability or other insurance policy.     **8. ****Successors and Assigns**     TeleTech, its successors and assigns may in their sole discretion assign this Agreement to anyperson or entity, with or without Employee’s consent. This
 

 
Agreement thereafter fully shall bind,and inure to the benefit of TeleTech’s successors or assigns and in the event of a sale of all or aportion of TeleTech’s stock or assets, this Agreement shall continue in full force and effect.Employee shall not assign either this Agreement or any right or obligation arising hereunder.     **9. ****Dispute Resolution**          Employee and TeleTech agree that in the event of any controversy or claim arising out of orrelating to Employee’s employment with and/or separation from TeleTech, they shall negotiate ingood faith to resolve the controversy or claim privately, amicably and confidentially. Each partymay consult with counsel in connection with such negotiations. All controversies and claimsarising from or relating to Employee’s employment with TeleTech and/or the termination of thatemployment that cannot be resolved by good-faith negotiations shall be resolved only by final andbinding arbitration. Employee agrees to execute, simultaneously with the execution of thisAgreement, the Company’s current Arbitration Agreement.     **10. ****Non-Disclosure and Non-Competition**          Employee agrees to execute, simultaneously with the execution of this Agreement, the Company’scurrent Agreement to Protect Confidential Information, Assign Inventions and Prevent UnfairCompetition and Unfair Solicitation, which, among other things, restricts Employee from engaging inany activity in competition with the Company for a one-year period following Employee’s terminationfor any reason.     **11. ****Section 409A of the Internal Revenue Code**          **a.**This Agreement shall be interpreted and administered in a manner so that any amount orbenefit payable hereunder shall be paid or provided in a manner that is either exempt from, orcomplies with, the requirements of Section 409A of the Code and the Internal Revenue Serviceguidance and Treasury Regulations thereunder (“Section 409A”), and Employee and the Company agreeto amend the Agreement, or take such other actions as Employee and the Company deem necessary orappropriate, to comply with such intent.          **b.**Employee will be considered to have terminated employment with the Company only ifEmployee’s termination of employment constitutes a “separation from service,” as defined inTreasury Regulation Section 1.409A-1(h).          **c.**Any severance benefits payable to Employee upon Employee’s termination of employment shallbe paid shall be paid (or, in the case of installment payments, shall commence to be paid) on thedate that the Company determines within sixty (60) days following the date of Employee’s“separation from service.” Any installment severance payments made on separate payroll dates shallbe treated as aseries of separate payments for purposes of Section 409A, and, to the greatest extentapplicable, any such installment payments shall be construed to be exempt payments pursuant toTreasury Regulation Section 1.409A-1(b)(9)(iii)
 

 
          **d.**Notwithstanding Section 2 above, if Employee is entitled to receive payment of anynon-exempt “nonqualified deferred compensation” within the meaning of Section 409A upon Employee’s“separation from service,” and Employee is a “specified employee” on the date of Employee’s“separation from service” (as determined under Treasury Regulation Section 1.409A-1(i)), suchpayment shall be delayed in order to avoid a prohibited distribution under Section409A(a)(2)(B)(i), and any such payment shall be paid to Employee in a lump sum during the thirty(30) day period commencing on the earlier of (a) the expiration of the six-month period measuredfrom the date of Employee’s “separation from service,” or (b) Employee’s death. To the greatestextent permitted under Section 409A, any separate payment or benefit under the Agreement will notbe deemed to constitute “nonqualified deferred compensation” subject to Section 409A and thesix-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section409A.     **12. ****Miscellaneous**          **a. Governing Law.**This Agreement, and all other disputes or issues arising from or relatingin any way to TeleTech’s relationship with Employee, shall be governed by the internal laws of theState of Colorado, irrespective of the choice of law rules of any jurisdiction.          **b. Severability.**If any court of competent jurisdiction declares any provision of thisAgreement invalid or unenforceable, the remainder of the Agreement shall remain fully enforceable.To the extent that any court concludes that any provision of this Agreement is void or voidable,the court shall reform such provision(s) to render the provision(s) enforceable, but only to theextent absolutely necessary to render the provision(s) enforceable.          **c. Modification of Agreement.**This Agreement or any other term or condition of employmentshall not be modified by word or deed, except in a writing signed by Employee and Executive VicePresident of Human Capital.          **d. Waiver.**No provision of this Agreement shall be deemed waived, nor shall there be anestoppel against the enforcement of any such provision, except by a writing signed by the partycharged with the waiver or estoppel**.**No waiver shall be deemed continuing unless specificallystated therein, and the written waiver shall operate only as to the specific term or conditionwaived, and not for the future or as to any act other than that specifically waived.          **e. Construction.**Whenever applicable, masculine and neutral pronouns shall equally apply tothe feminine genders; the singular shall include the plural and the plural shall include thesingular. The parties have reviewed andunderstand this Agreement, and each has had a full opportunity to negotiate the agreement’sterms and to consult with counsel of their own choosing. Therefore, the parties expressly waiveall applicable common law and statutory rules of construction
 

 
that any provision of this Agreementshould be construed against the agreement’s drafter, and agree that this Agreement and allamendments thereto shall be construed as a whole, according to the fair meaning of the languageused.          **f. Employee’s Representations and Warranties.**The Employee represents and warrants that theEmployee is not a party to any other employment, non-competition or other agreement or restrictionwhich could interfere with the Employee’s employment with the Company or the Employee’s or theCompany’s rights and obligations hereunder, and that the Employee’s acceptance of employment withthe Company and the performance of the Employee’s duties hereunder will not breach the provisionsof any contract, agreement, or understanding to which the Employee is a party or any duty owed bythe Employee to any other person.          **g. Counterparts and Telecopies.**This Agreement may be executed in counterparts, or by copiestransmitted by telecopier, which counterparts and/or facsimile transmissions shall have the sameforce and effect as had the contract been executed in person and in original form.**Employee acknowledges and agrees: that he understands this Agreement; that he enters into itfreely, knowingly, and mindful of the fact that it creates important legal obligations and affectshis legal rights; and that he understands the need to consult concerning this Agreement with legalcounsel of his own choosing, and has had a full and fair opportunity to do so.**[SIGNATURES FOLLOW]        Employee TeleTech Holdings, Inc.         By: /s/ JOSEPH BELLINI By: /s/ MIKE JOSSI           Joseph Bellini   Mike Jossi