AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
(1999 STOCK OPTION AND INCENTIVE PLAN)
This Amendment to Non-Qualified Stock Option Agreement (this
"Amendment") is effective as of March 8, 2000 by and between TeleTech
Holdings, Inc., a Delaware corporation ("TeleTech"), and Xxxxx Xxxxxxxx
("Optionee").
WHEREAS, TeleTech and Optionee entered into that certain Non-Qualified
Stock Option Agreement dated October 18, 1999 (the "Agreement"); and
WHEREAS, the parties wish to amend certain provisions contained in the
Agreement; and
WHEREAS, the Board of Directors of TeleTech has approved the terms of
this Amendment.
NOW, THEREFORE, in consideration of the covenants and promises set
forth in this Amendment, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used but not defined in this
Amendment shall have the meanings given to such terms in the Agreement.
2. AMENDMENT. Section 3A(e) of the Agreement is amended in its
entirety to read as follows:
3A(e) VESTING BASED ON PERFORMANCE CRITERIA. In the event
that the average of the closing stock prices of TeleTech common
stock on Nasdaq as reported in the Wall Street Journal over any
120 consecutive days beginning after the date of the Agreement is
equal to or exceeds any one of the per share prices set forth
below, the corresponding percentage of the portion of the Option
then remaining unvested shall vest and become immediately
exercisable as of the last day of such 120 consecutive day period:
Price per Share Percentage of Option Vested
--------------- ---------------------------
$25.00 25%
$30.00 50%
$40.00 75%
$50.00 100%
3. OTHER TERMS UNCHANGED. Except as expressly amended hereby, all
other terms and conditions of the Agreement shall remain in full force and
effect and shall not be modified or affected by this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
TELETECH HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxx
------------------------
Name: Xxxxxxx Xxxx
------------------------
Title: Chief Financial Officer
------------------------
/s/ Xxxxx Xxxxxxxx
---------------------
Xxxxx Xxxxxxxx
2
