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AMENDMENT TO THE TELETECH
HOLDINGS, INC.
AMENDED AND RESTATED 1999 STOCK
OPTION AND INCENTIVE PLAN
THIS AMENDMENT TO
THE AMENDED AND RESTATED 1999 STOCK OPTION AND INCENTIVE PLAN (this
“ Amendment ”), is made and adopted by TeleTech
Holdings, Inc., a Delaware corporation (the “ Company
”) as of February 11, 2009 (the “Effective
Date”). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the
Plan (as defined below).
WHEREAS, the
Company maintains the Amended and Restated 1999 Stock Option and
Incentive Plan (the “ Plan ”);
WHEREAS, pursuant
to Section 20 of the Plan, the Plan may be amended from time
to time by the Compensation Committee of the Company’s Board
of Directors (the “ Committee ”); and
WHEREAS, the
Committee desires to amend the Plan as set forth herein.
NOW, THEREFORE, BE
IT RESOLVED, that the Plan be amended as follows:
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1.
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Section 2.18 is hereby deleted
in its entirety and replaced with the following:
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“ Independent Director
” means a Director of TeleTech who is not an employee of
TeleTech or any Subsidiary.
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2.
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Section 2.29(g) is hereby
deleted and replaced in its entirety with the following:
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“ Termination of
Service ” shall mean,
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(a)
As to an Independent Director, the time when a Participant who is
an Independent Director ceases to be a Director for any reason,
including, without limitation, a termination by resignation,
failure to be elected, death or retiremen
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