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
Xxxxxx O'Dell ("OPTIONEE"), as of September 11, 2000 (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 US$33.1875 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 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
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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 September 11, 2001 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
------------- --------------
September 11, 2001 25%
September 11, 2002 50%
September 11, 2003 75%
September 11, 2004 100%
Optionee must be employed by TeleTech or any Subsidiary on (a) September 11,
2001 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. VESTING FOLLOWING A CHANGE IN CONTROL.
(a) ACCELERATED VESTING. Notwithstanding the
vesting schedule contained inSection 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, 2000 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, 2001, a Change of
Control is consummated. As of June 5, 2001, 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, 2001, plus an
additional 4,000 shares that vested on June 5, 2001 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, 2002 (2,000 shares) and June 2, 2003 (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
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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 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 at any time on or after 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) If Optionee's employment with TeleTech is terminated by
TeleTech within two years of the effective date of this Agreement other than for
"Cause," or if Optionee's salary or position is materially decreased by TeleTech
without Optionee's consent, then any unvested Options which would otherwise vest
at the next vesting date under this Agreement shall vest and become immediately
exercisable. For purposes of clarification, a material decrease in position
shall not include a voluntary or required election between Optionee's role as
CFO and Optionee's role as EVP of Human Resources (or the election of any other
role at the executive officer level).
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.
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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 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
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ACCOUNTING ADVISORS), WHO HAVE A NEED TO KNOW SUCH INFORMATION FOR LEGITIMATE
TAX, FINANCIAL PLANNING OR OTHER SUCH PURPOSES.
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).
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Executed as of the date first written above.
TELETECH HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxx
----------------------------------------
Xxxxxxx Xxxx,
Chief Financial Officer
/s/ Xxxxxx O'Dell
------------------------------------------
Signature of Xxxxxx O'Dell ("Optionee")
------------------------------------------
Optionee's Social Security Number
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