0001104659-11-021961.txt : 20110422 0001104659-11-021961.hdr.sgml : 20110422 20110422170637 ACCESSION NUMBER: 0001104659-11-021961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110419 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110422 DATE AS OF CHANGE: 20110422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELETECH HOLDINGS INC CENTRAL INDEX KEY: 0001013880 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 841291044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11919 FILM NUMBER: 11776044 BUSINESS ADDRESS: STREET 1: 9197 S PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-397-8100 MAIL ADDRESS: STREET 1: 9197 S PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 8-K 1 a11-10796_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 19, 2011

 

TeleTech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-11919

 

84-1291044

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

9197 S. Peoria Street, Englewood, Colorado

 

80112

(Address of Principal Executive Offices)

 

(Zip Code)

 

(303) 397-8100

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02.  Compensatory Arrangements of Certain Officers.

 

On April 19, 2011, the Compensation Committee of the Board of Directors (the “Board”) of TeleTech Holdings, Inc. (the “Company”) approved a Second Amendment, dated as of April 19, 2011, to the Restricted Stock Unit Agreement by and between the Company and James E. Barlett dated June 22, 2007 (the “2007 RSU Agreement”).  Mr. Barlett is the Company’s Vice Chairman.

 

This Second Amendment provides for the continued vesting of the Restricted Stock Units (“RSUs”) granted under the 2007 RSU Agreement so long as Mr. Barlett continues to serve as a member of the Board.  Accordingly, if Mr. Barlett ceases employment with the Company but remains a member of the Board, the Second Amendment would allow continued vesting of the RSUs granted under the 2007 RSU Agreement.  The Compensation Committee approved the Second Amendment to recognize Mr. Barlett’s prior service to the Board and to the Company and to provide continuing incentives to his future service to the Board and to the Company.  The Second Amendment does not modify the amount of RSUs granted, the vesting schedule, the type of vesting or any other aspect of the 2007 RSU Agreement.

 

A copy of the Second Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.

 

Exhibit

 

 

 

10.1

 

Second Amendment, dated as of April 19, 2011, to TeleTech Holdings, Inc. Restricted Stock Unit Agreement by and between TeleTech Holdings, Inc. and James E. Barlett dated June 22, 2007

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  April 22, 2011

 

 

TELETECH HOLDINGS, INC.

 

(Registrant)

 

 

 

 

By:

/s/ Kenneth D. Tuchman

 

Name:

Kenneth D. Tuchman

 

Title:

Chief Executive Officer

 

3


 

TELETECH HOLDINGS, INC.

 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

 

 

 

10.1

 

Second Amendment, dated as of April 19, 2011, to TeleTech Holdings, Inc. Restricted Stock Unit Agreement by and between TeleTech Holdings, Inc. and James E. Barlett dated June 22, 2007

 

4

 EX-10.1 2 a11-10796_1ex10d1.htm EX-10.1

Exhibit 10.1

 

SECOND AMENDMENT TO
TELETECH HOLDINGS, INC.
RESTRICTED STOCK UNIT AGREEMENT

 

This second amendment (the “Second Amendment”) to the TeleTech Holdings, Inc. Restricted Stock Unit Agreement (the “Agreement”) by and between TeleTech Holdings, Inc. (the “Company”) and James E. Barlett (the “Grantee”), dated June 22, 2007 and amended effective December 11, 2008 (the “Amendment”), is hereby made by the Company effective as of this 19th day of April, 2011.

 

WHEREAS, the Company desires to amend the Agreement, as amended by the Amendment, to recognize the continued service by Grantee as a member of the Board of Directors of the Company.

 

NOW, THEREFORE, pursuant to the Compensation Committee’s power of amendment contained in Section 18 of the Plan, the Agreement, as amended by the Amendment, is hereby amended as follows:

 

1.             The first sentence of Section 2(a) of the Agreement is amended to insert the clause “or ceases to serve as a member of the board of directors of TeleTech” after the word “the “Subsidiaries”)” and before the word “for”.

 

2.             The first clause of the first sentence of Section 2(c) of the Agreement is amended to insert (a) the number “(i)” after the word “Grantee’s” and before the word “employment”; (b) to insert the clause “or (ii) continuing service as a member of the board of directors of TeleTech” after the word “Subsidiaries” and before the word “is”; and (c) to insert the clause “following the later of the events set forth in clauses (i) or (ii) of this Section 2(c).” after the word “Award” at the end of such sentence.

 

3.             The definition of “Termination Date” in Section 3(c)(ii) is amended by deleting Section 3(c)(ii) in its entirety and inserting the following in its place:  “Termination Date” means the latest day on which Grantee is expected to (A) be available and responsible for the performance of services to or on behalf of TeleTech or any Subsidiary or (b) the date on which Grantee resigns from the board of directors of TeleTech or a successor is appointed to fill his seat on the board of directors whether at a meeting of stockholders in which Grantee is not reelected to the board of directors or at a meeting of the board of directors or unanimous written consent of the board of directors in which a successor is appointed, notwithstanding that Grantee 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”.

 

The Agreement, as amended by the Amendment, and as further amended by this Second Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof.

 


 

IN WITNESS WHEREOF, the Company has executed this Second Amendment as of the date first written above.

 

 

TELETECH HOLDINGS, INC.

 

 

 

 

 

/s/ Mike Jossi

 

By: Mike Jossi

 

Its: Executive Vice President, Global Human Capital