EX-10.1 2 d68539exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
TeleTech Holdings, Inc.
Compensatory Arrangements — Independent Directors
The following compensatory arrangements for Independent Directors of TeleTech Holdings, Inc. (the “Company”) shall become effective on May 21, 2009 (the “Effective Date,” which is the date of the first annual meeting of stockholders to be held after their approval by the Compensation Committee of the Company’s Board of Directors). For purposes of these arrangements, the term Independent Director shall mean a director who qualifies as an “Independent Director” under the 1999 Stock Option and Incentive Plan, as amended and restated.
Commencing as of the Effective Date, each Independent Director shall be entitled to the following:
      (a)   an annual retainer1 of $75,000 for Board service;
      (b)   additional annual retainer fees1 for Board committee service as follows:
         
Chair of Audit Committee
  $ 27,000  
Other Members of Audit Committee
  $ 13,500  
Chair of Compensation Committee
  $ 20,000  
Other Members of Compensation Committee
  $ 10,000  
Chair of Nominating and Governance Committee
  $ 15,000  
Other Members of Nominating and Corporate Governance Committee
  $ 5,000  
     (c)   the annual grant, as of the date of each annual stockholder meeting (commencing with the 2009 Annual Stockholder Meeting), of $75,000 of restricted stock units (RSUs), based on the fair market value of the Company’s common stock on the grant date;2 provided, however, that the Company will not issue RSUs that are convertible into fractional shares of the Company’s common stock.3 The RSUs will vest in full on the earlier of: (i) the first anniversary of the date of grant; (ii) the date of the succeeding year’s annual meeting of stockholders; or (iii) any change-in-control event (as defined in the RSU agreement); and
      (d)   for each Independent Director who first joins the Board on or after the Effective Date, an initial grant, as of the date on which such Independent Director first joins the Board, of $100,000 of RSUs, based on the fair market value of the Company’s common stock on the grant date;2 provided, however, that the Company will not issue RSUs that are convertible into fractional shares of the Company’s common stock.4 The RSUs will vest in full on the earlier of: (i) the first anniversary of the date of grant; (ii) the date of the succeeding year’s annual meeting of stockholders; or (iii) any change-in-control event (as defined in the RSU agreement).
 
1   All retainer fees shall be paid quarterly in arrears, with fees earned during a fiscal quarter to be paid during the first month of the immediately succeeding quarter. In the event an Independent Director serves as a member of the Board or a committee or as Chair of a committee for less than all of a fiscal quarter, the amount of the quarterly installment of each applicable retainer fee under paragraphs (a) and (b) above shall be pro-rated based on the number of days served during the quarter. The preceding sentence shall first apply with respect to the fiscal quarter ending June 30, 2009 for each Independent Director serving as of the Effective Date. For example, based on the Effective Date of May 21, 2009, each Independent Director would receive 41/91 of the quarterly retainer due for the fiscal quarter ending June 30, 2009 (representing 41 of the 91 days in the second quarter of 2009).
 
2   The fair market value of the Company’s common stock shall be determined by the closing price of the Company’s common stock on the grant date or, if the Company’s common stock is not traded on the Nasdaq Stock Market (or other applicable exchange or quotation system) on the date of grant, the last preceding trading day.
 
3   For example, if the closing price of the Company’s common stock is $12.30 per share on the date of the annual meeting of stockholders, each incumbent Independent Director would receive 6,097 RSUs ($75,000 divided by $12.30 per share = 6,097.56 RSUs, with any and all fractional shares disregarded).
 
4   For example, if the closing price of the Company’s common stock is $12.20 per share on the date that an Independent Director is appointed to the Board, the Independent Director would receive 8,196 RSUs ($100,000 divided by $12.20 per share = 8,196.72 RSUs, with any and all fractional shares disregarded).