WHEREAS, the Company desires to amend the Agreement in order to clarify a potential ambiguity
in Section 3A(a) of the Agreement regarding the accelerated vesting of awards in connection with a
Change in Control, as such term is defined in the Agreement ; and
, pursuant to Section 18 of the Amended and Restated TeleTech Holdings, Inc.
Option and Incentive Plan (the Plan
), the Compensation Committee of the Board of
Directors of the Company (the Committee
) has been granted the authority to amend the
terms of an award granted under the Plan.
, BE IT RESOLVED
, that, pursuant to the Committees power of amendment
in Section 18 of the Plan, the Agreement is hereby amended as follows:
1. Section 3A(a). Section 3A(a) of the Agreement is deleted in its entirety and replaced with the
following new Section 3A(a):
3A. Vesting Following a Change in Control.
(a) Accelerated Vesting. Notwithstanding the vesting schedule contained
in Section 3, upon a Change in Control (as hereinafter defined), any unvested Performance
Vesting RSUs and Time Vesting RSUs that would otherwise vest on or after the effective date
of the Change in Control shall be accelerated and become 100% vested on the effective date
of the Change in Control; provided, however, that for purposes of a Change in Control
pursuant to Section 3(b)(i) hereof, the unvested Performance Vesting RSUs and Time Vesting
RSUs shall be deemed to have vested immediately prior to a Change in Control transaction
described in Section 3(b)(i) hereof in order to allow such Performance Vesting RSUs and Time
Vesting RSUs to participate in such Change in Control transaction.
2. Effect of Amendment
. The Agreement, as amended by this Amendment
, shall remain in full force
and effect in accordance with the terms and conditions thereof.