EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
February 26, 1998 between TeleTech Holdings, Inc., a Delaware corporation
(collectively with its subsidiaries, "TeleTech"), and Xxxxxx X. Xxxxxxxx
("Employee").
W I T N E S S E T H:
WHEREAS, TeleTech is engaged in the business of, among other things,
providing customer care solutions on an outsourced or facilities management
basis, primarily over the telephone and the Internet, using state-of-the-art
computer and software systems, telephony integration and interactive voice
response systems (collectively, the "BUSINESS");
WHEREAS, TeleTech desires to employ Employee, and Employee desires to all
as more fully described and subject to the terms and conditions set forth
herein;
WHEREAS, in consideration of TeleTech's employment of Employee, the
terms, conditions and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Employee and TeleTech agree to execute and be bound by this Agreement; and
WHEREAS, Employee has had an opportunity to review the terms and
conditions of this Agreement, to negotiate the terms hereof and to engage
independent legal counsel on his behalf.
NOW THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. SCOPE OF EMPLOYMENT. TeleTech hereby employs Employee to provide,
and Employee accepts employment with TeleTech and agrees to provide, advisory
and on-going consulting services including, among other things, (a) strategic
planning and advice regarding general management and operational matters, (b)
the identification, hiring and compensation of senior level management, (c)
the identification, contact and initiation of relationships with potential
clients, technology suppliers and venture partners, and (d) such other
matters as TeleTech's Chief Executive Officer may reasonably request from
time to time (collectively, the "Services"). Employee agrees to devote such
time and effort as may be necessary to adequately and properly perform the
Services, as agreed by TeleTech and Employee; however, Employee is employed
as and shall remain a part-time employee of TeleTech.
2. COMPENSATION. In consideration of TeleTech's employment of Employee
hereunder, TeleTech shall grant to Employee a Non-qualified Stock Option with
respect to up to 365,744 shares
which shall enable Employee (pursuant to the terms hereof and thereof) to
retain net of exercise consideration and withholding tax up to 200,000 shares
of TeleTech's common stock, par value $.01 per share, at an exercise price of
$9.50 per share (the "Option"). The Option shall be subject to the terms and
conditions of the TeleTech Holdings, Inc. Stock Plan, as Amended and
Restated, and as it may hereafter be amended (the "Stock Plan"), and the
Non-qualified Stock Option Agreement, in the form attached hereto as EXHIBIT
A (the "Option Agreement"), to be executed concurrently with the execution of
this Agreement.
3. EXPENSES. TeleTech shall reimburse Employee for travel and
out-of-pocket expenses actually and reasonably incurred by Employee in
rendering the Services hereunder, subject to the approval of the Chairman of
the Board of Directors of TeleTech.
4. TERM AND TERMINATION. This Agreement shall commence on the date
hereof and shall continue for ten years from the date hereof; PROVIDED
HOWEVER that either party may terminate this Agreement upon 30 days' prior
written notice to the other party.
5. CONFIDENTIAL INFORMATION.
(a) Employee acknowledges that he will occupy a position of trust
with TeleTech and that, as part of his employment, Employee will have access
to or obtain certain Confidential Information (as defined herein). Employee
acknowledges and agrees that (i) any and all Confidential Information
obtained by Employee is the property of TeleTech and its affiliates and (ii)
he shall not use or disclose, directly or indirectly, any Confidential
Information to any person, other than such authorized personnel or agents of
TeleTech or Employee as may be necessary for Employee's proper performance of
the Services. Employee shall return to TeleTech, promptly upon termination
of this Agreement or otherwise upon the request of TeleTech, all copies of
any books, papers, documents, files or other materials containing or
embodying any Confidential Information. The provisions of this Section 5
shall survive termination of this Agreement for any reason.
(b) "Confidential Information" means all information, know-how,
systems and procedures of a technical, business or financial nature developed
or owned by or relating to the Business, including but not limited to all
ideas, concepts, experimental and research data; computer software, data
bases, files, documentation and related materials; service techniques and
protocols, business and marketing plans; information relating to financial
information, pricing, margins, call volumes, cost and sales information;
contractual arrangements, advertising and promotions, market research data,
client lists and other information about TeleTech's actual and prospective
employees, clients, suppliers and competitors; patents and patent
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applications, inventions and improvements (whether patentable or not),
development projects, designs, practices, processes, methods and techniques;
and all other trade secrets and information of a confidential and proprietary
nature.
6. NON-SOLICITATION AND NON-INTERFERENCE. Employee acknowledges that
TeleTech has invested substantial time and effort in assembling its present
staff and agrees that, so long as this Agreement is in effect and for a
period of 24 months thereafter, he shall not (irrespective of the time,
manner or cause of termination of this Agreement), either directly or
indirectly solicit, attempt to solicit or cause the solicitation or attempted
solicitation of any employee of TeleTech respectively, to leave his or her
employment and accept employment with Employee or any other person.
7. REASONABLENESS OF SCOPE; INJUNCTIVE RELIEF.
(a) Employee agrees that the restrictions contained in Section 6 are
reasonable as to time and geographic scope because of the nature of the
Business.
(b) Employee acknowledge that damages would be an inadequate remedy
for Employee's breach of any of the provisions of Sections 5 or 6 and that
any breach thereof will result in immeasurable and irreparable harm to
TeleTech. Therefore, in addition to any other remedy to which TeleTech may
be entitled by reason of Employee's breach or threatened breach of any such
provision, TeleTech shall be entitled to seek and obtain a temporary
restraining order, a preliminary and/or permanent injunction, or any other
form of equitable relief from any court of competent jurisdiction restraining
Employee from committing or continuing any breach of Section 5 or 6 without
the necessity of posting a bond. It is further agreed that the existence of
any claim or cause of action on the part of Employee against TeleTech,
whether arising from this Agreement or otherwise, shall in no way constitute
a defense to the enforcement of the provisions of this Section 7.
8. INDEMNIFICATION. TeleTech agrees to indemnify and hold harmless
Employee with respect to any claims or liabilities (including reasonable
costs and expenses incurred in defending such claims or liabilities,
including without limitation reasonable attorney's fees) that may be asserted
or imposed against any Employee arising out of, relating to or in connection
with the performance of the Services hereunder, except for any such claims
that may be asserted or liabilities that may be imposed by virtue of
Employee's gross negligence or willful misconduct.
9. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been
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made upon the earliest to occur of (a) receipt, if made by personal service,
(b) two days after delivery to a reputable overnight courier service, (c)
upon the delivering party's receipt of a written confirmation of a
transmission made by facsimile, or (d) five days after being mailed by
registered or certified air mail (postage prepaid, return receipt requested).
All notices and other communications hereunder to (i) TeleTech shall be sent
to its principal executive offices, to the attention of its Chief Executive
Officer, and (ii) Employee shall be sent to his home address as then recorded
on the books of TeleTech.
10. GOVERNING LAW. This Agreement shall be governed as to its validity
and effect by the laws of the State of Colorado, without regard to its choice
of law rules.
11. ARBITRATION. Any and all disputes arising out of or in any way
relating to this Agreement, the Option and/or the Option Agreement will be
decided by arbitration in Denver, Colorado by a single arbitrator who shall
be a retired judge of the federal or State district courts of Colorado, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Discovery shall be limited to reasonable document requests.
All documents so requested shall be produced within 10 days after the
requests are made. The arbitrator's decision shall be final and binding, and
shall be enforceable upon the parties by any court of competent jurisdiction.
The prevailing party shall be entitled to an award of fees and costs.
12. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by any
party without the prior written consent of all other parties; PROVIDED,
HOWEVER, that this Agreement shall be binding upon and shall inure to the
benefit of the heirs, executors and legal representatives of Employee, upon
Employee's death, and any successor of TeleTech.
13. INTEGRATION. This Agreement and the Option Agreement constitute the
entire agreement between the parties with respect to the matters that are the
subject hereof and supersede all prior oral or written understandings and
agreements relating to its subject matter.
14. NO MODIFICATION. This Agreement may be modified only by a written
instrument executed by the parties, which is designated as an amendment to
this Agreement.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
16. SEVERABILITY. Any provision of this Agreement (or any portion
thereof) that is deemed invalid, illegal or unenforceable
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in any jurisdiction shall, as to that jurisdiction, 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. If any covenant should be deemed
invalid, illegal or unenforceable because its scope is considered excessive,
such covenant shall be modified so that the scope of the covenant is reduced
only to the minimum extent necessary to render the modified covenant valid,
legal and enforceable.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
TELETECH HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx
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