TELETECH HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "AGREEMENT") is entered
into between TELETECH HOLDINGS, INC., a Delaware corporation ("TELETECH"),
and Xxxxxxx Xxxx ("OPTIONEE"), as of October 27, 1999 (the "GRANT DATE"). In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of the
TeleTech Holdings, Inc. 1999 Stock Option and Incentive Plan (the "PLAN"), a
copy of which is attached hereto and incorporated herein by this reference,
TeleTech grants to Optionee an option (the "OPTION") to purchase 250,000
shares (the "SHARES") of TeleTech's common stock, $.01 par value (the "COMMON
STOCK"), at a price equal to $12.75 per share (the "OPTION PRICE"). The
Option Price has been determined by the Compensation Committee of the Board
of Directors of TeleTech (the "COMMITTEE"), acting in good faith, to be the
fair market value of the Common Stock on the Grant Date based upon the last
sale price for Common Stock reported by The Nasdaq Stock Market, Inc. as of
the close of business on the Grant Date.
The Option is not intended to qualify as an incentive stock option
described in Section 422 of the Internal Revenue Code of 1986, as amended
(the "CODE"). All provisions of this Agreement are to be construed in
conformity with this intention.
2. TERM: OPTION RIGHTS. Except as provided below, the Option
shall be valid for a term commencing on the Grant Date and ending 10 years
after the Grant Date (the "EXPIRATION DATE").
(a) RIGHTS UPON TERMINATION OF EMPLOYMENT. If Optionee
ceases to be employed by TeleTech or any of its subsidiaries or affiliates
(collectively, the "SUBSIDIARIES") for any reason other than (i) for "Cause"
(as defined herein), (ii) Optionee's death, or (iii) Optionee's mental,
physical or emotional disability or condition (a "DISABILITY"), the Option
shall be exercisable at any time prior to the earlier of the Expiration Date
or the date three months after the date of termination of Optionee's
employment.
(b) RIGHTS UPON TERMINATION FOR CAUSE. If Optionee's
employment with TeleTech and/or its Subsidiaries is terminated for Cause, the
Option shall be immediately cancelled, no portion of the Option may be
exercised thereafter and Optionee shall forfeit all rights to the Option.
The term "Cause" shall have the meaning given to such term or to the term
"For Cause" or other similar phrase in Optionee's Employment Agreement with
TeleTech or any Subsidiary; provided, however, that (i) if at any time
Optionee's employment with TeleTech or any Subsidiary is not governed by an
employment agreement, then the term "Cause" shall have the meaning given to
such term in the Plan, and (ii) "Cause" shall exclude Optionee's death or
Disability.
(c) RIGHTS UPON OPTIONEE'S DEATH OR DISABILITY. If
Optionee's employment
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with TeleTech and/or its Subsidiaries is terminated as a result of (i)
Optionee's death, the Option may be exercised at any time prior to the
earlier of the Expiration Date or the date six months after the date of
Optionee's death, or (ii) Optionee's Disability, the Option may be exercised
at any time prior to the earlier of the Expiration Date or the date six
months after the date of Optionee's employment is terminated as a result of
Optionee's Disability.
3. VESTING. The Option may only be exercised to the extent
vested. Any vested portion of the Option may be exercised at any time in
whole or from time to time in part. Vesting shall commence on October 27,
2000 and Optionee shall vest in the Option according to the following
schedule (each date set forth below, a "VESTING DATE"):
Cumulative
Percentage of
Vesting Date Option Vested
------------ -------------
October 27, 2000 20%
October 27, 2001 40%
October 27, 2002 60%
October 27, 2003 80%
October 27, 2004 100%
Optionee must be employed by TeleTech or any Subsidiary on (a) October 27,
2000 in order to vest in any portion of the Option, and (b) on any Vesting
Date, in order to vest in the portion of the Option set forth in the chart
above that vests on such Vesting Date. No portion of the Option shall vest
between Vesting Dates; if Optionee ceases to be employed by TeleTech or any
Subsidiary, then any portion of the Option that is scheduled to vest on any
Vesting Date after the date Optionee's employment is terminated automatically
shall be forfeited as of the termination of employment. If Optionee's
employment with TeleTech or any Subsidiary is terminated for any reason, any
portion of the Option which is not then vested shall be immediately
forfeited; provided, however, that a transfer or reassignment of Optionee
from TeleTech to any Subsidiary, or VICE VERSA, shall not constitute a
termination of employment for purposes of this Agreement.
3A. ACCELERATED VESTING.
(a) VESTING. Notwithstanding the vesting schedule contained
in Section 3,
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(i) upon a Change in Control (as hereinafter defined),
any unvested portion of the Option that is scheduled to vest (pursuant to
Section 3) within 24 months following the date the Change of Control
becomes effective shall vest and become immediately exercisable as of the
effective date of the Change of Control, with the remainder of the
unvested portion of the Option vesting pursuant to Section 3, as
accelerated by this Section 3A and clarified by the following example:
For example, assume that on June 1, 1999 an optionee was
granted an option to acquire 10,000 shares of Common Stock,
which option vests over five years, pro rata, on each
anniversary of the grant date. On June 5, 2000, a Change
of Control is consummated. As of June 5, 2000, the
optionee will be fully vested in the option with respect to
6,000 shares (i.e., the 2,000 shares that vested on June 1,
2000, plus an additional 4,000 shares that vested on June
5, 2000 in accordance with the accelerated vesting
provisions of this Section 3A), and the remaining unvested
portion of the option would vest (assuming all other
conditions to vesting are satisfied) with respect to the
remaining 4,000 shares on each of June 1, 2001 (2,000
shares) and June 2, 2002 (2,000 shares).
(ii) if Optionee's employment with TeleTech or any
Subsidiary is terminated within 24 months following a Change in Control,
then the entire amount of the Option shall become 100% vested and
immediately exercisable as of Optionee's Termination Date (as defined
herein); PROVIDED, HOWEVER, that the accelerated vesting described in the
foregoing clause (ii) shall not apply if Optionee's employment with
TeleTech is terminated (A) by Optionee 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,
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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 Xxxxxxx X. Xxxxxxx 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 on September 1, 1999, 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. For purposes of this Section 3A, the
following terms have the meanings ascribed to them below:
(i) "CAUSE" has the meaning given to such term, or to
the term "For Cause" or other similar phrase, in Optionee's Employment
Agreement with TeleTech or any Subsidiary, if any; PROVIDED,
HOWEVER, that if at any time Optionee's employment with TeleTech or any
Subsidiary is not governed by an employment agreement, then the term
"Cause" shall have the meaning given to such term in the Plan; PROVIDED,
FURTHER, that, notwithstanding the provisions of Optionee's Employment
Agreement or of the Plan, for purposes of this Agreement, TeleTech shall
have the burden to prove that Optionee's employment was terminated for
"Cause."
(ii) "TERMINATION DATE" means the latest day on which
Optionee 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 Optionee 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
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(iii) "GOOD REASON" means (A) any reduction in Optionee's
base salary; PROVIDED THAT a reduction in Optionee'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) Optionee's
responsibilities or areas of supervision within TeleTech or its
Subsidiaries are substantially reduced; or (C) Optionee's principal
office is relocated outside the metropolitan area in which Optionee'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.
(d) VESTING FOLLOWING TERMINATION BY TELETECH OTHER THAN FOR
CAUSE. In the event that Optionee's employment with TeleTech is terminated by
TeleTech for any reason other than for "Cause" (as defined above) within two
years of the Grant Date, the unvested portion of the Option that would otherwise
vest at the next Vesting Date shall vest and become immediately exercisable as
of the day after Optionee's Termination Date.
4. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion
thereof shall be effected by the giving of written notice to TeleTech in
accordance with the Plan and payment of the aggregate Option Price for the
number of Shares to be acquired pursuant to such exercise.
5. PAYMENT FOR SHARES. Payment of the Option Price (or portion
thereof) shall be made in cash or by such other method as may be permitted by
the Committee in accordance with the provisions of the Plan. No Shares shall be
delivered upon exercise of the Option until full payment has been made and all
applicable withholding requirements satisfied.
6. OPTIONS NOT TRANSFERABLE AND SUBJECT TO CERTAIN RESTRICTIONS.
The Option 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 Code.
During Optionee's lifetime, the Option may be exercised only by the Optionee
or by a legally authorized representative. In the event of Optionee's death,
the Option may be exercised by the distributee to whom Optionee's rights
under the Option shall pass by will or by the laws of descent and
distribution.
7. ACCEPTANCE OF PLAN. Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.
8. NO RIGHT TO EMPLOYMENT. Nothing herein contained shall confer
upon Optionee any right to continuation of employment by TeleTech or any
Subsidiary, or interfere with the right of TeleTech or any Subsidiary to
terminate at any time the employment of Optionee. Nothing contained herein
shall confer any rights upon Optionee as a stockholder of TeleTech, unless
and until Optionee actually receives Shares.
9. COMPLIANCE WITH SECURITIES LAWS. The Option shall not be
exercisable and Shares shall not be issued pursuant to exercise of the Option
unless the exercise of the Option and the
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issuance and delivery of Shares pursuant thereto shall comply with all
relevant provisions of law including, without limitation, the Securities Act
of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which Common Stock may then be
listed, and shall be further subject to the approval of counsel for TeleTech
with respect to such compliance. If, in the opinion of counsel for TeleTech,
a representation is required to be made by Optionee in order to satisfy any
of the foregoing relevant provisions of law, TeleTech may, as a condition to
the exercise of the Option, require Optionee to represent and warrant at the
time of exercise that the Shares to be delivered as a result of such exercise
are being acquired solely for investment and without any present intention to
sell or distribute such Shares.
10. ADJUSTMENTS. Subject to the sole discretion of the Board of
Directors, TeleTech may, with respect to any unexercised portion of the
Option, make any adjustments necessary to prevent accretion, or to protect
against dilution, in the number and kind of shares covered by the Option and
in the applicable exercise price thereof 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 10, 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 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.
11. NO OTHER RIGHTS. Optionee 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 Optionee's right to acquire any shares of Common
Stock, stock options or awards under the Plan, and Optionee 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.
12. CONFIDENTIALITY. OPTIONEE AGREES NOT TO DISCLOSE, DIRECTLY OR
INDIRECTLY, TO ANY OTHER EMPLOYEE OF TELETECH AND TO KEEP CONFIDENTIAL ALL
INFORMATION RELATING TO ANY OPTIONS OR OTHER AWARDS GRANTED TO OPTIONEE,
PURSUANT TO THE PLAN OR OTHERWISE, INCLUDING THE AMOUNT OF ANY SUCH AWARD,
THE EXERCISE PRICE AND THE RATE OF VESTING THEREOF; PROVIDED THAT OPTIONEE
SHALL BE ENTITLED TO DISCLOSE SUCH INFORMATION TO SUCH OF OPTIONEE'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.
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13. 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 13, 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.
14. REFERENCES. Capitalized terms not otherwise defined herein
shall have the same meaning ascribed to them in the Plan.
15. ENTIRE AGREEMENT. This Agreement (including the Plan, which is
incorporated herein) 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 Optionee
relating to Optionee's entitlement to stock options, Common Stock or similar
benefits, under the Plan or otherwise.
16. AMENDMENT. This Agreement may be amended and/or terminated at
any time by mutual written agreement of TeleTech and Optionee.
17. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement,
expressed or implied, is intended to confer on any person other than Optionee
and Optionee's respective successors and assigns expressly permitted herein,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
18. 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).
Executed as of the date first written above.
TELETECH HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx,
Treasurer
/s/ Xxxxxxx Xxxx
--------------------------------------
Signature of Xxxxxxx Xxxx ("Optionee")
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