50 of the Top 250 law firms use our Products every day
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 retainer 1 of $75,000 for Board
service;
|
|
|
|
|
(b)
|
|
additional annual retainer
fees 1 for Board committee service as
follows:
|
|
|
|
|
|
|
|
|
|
$
|
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)
|
|
