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NON-QUALIFIED STOCK OPTION AGREEMENT

Option Agreement

NON-QUALIFIED STOCK OPTION AGREEMENT | Document Parties: Nasdaq Stock Market, Inc | TELETECH HOLDINGS, INC You are currently viewing:
This Option Agreement involves

Nasdaq Stock Market, Inc | TELETECH HOLDINGS, INC

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Title: NON-QUALIFIED STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 7/16/2008
Industry: Computer Services     Sector: Technology

NON-QUALIFIED STOCK OPTION AGREEMENT, Parties: nasdaq stock market  inc , teletech holdings  inc
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Exhibit 10.06
TELETECH HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
     THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “ Agreement ”) is entered into between TELETECH HOLDINGS, INC., a Delaware corporation (“ TeleTech ”), and                                           (“ Optionee ”), as of                                           (the “ Grant Date ”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows:
     1.  Grant of Option . Subject to the terms and conditions of the TeleTech Holdings, Inc. 1999 Stock Option and Incentive Plan, as amended (the “ Plan ”), a copy of which is attached hereto and incorporated herein by this reference, TeleTech grants to Optionee an option (the “ Option ”) to purchase                      shares (the “ Shares ”) of TeleTech’s common stock, $.01 par value (the “ Common Stock ”), at a price equal to US $                      per share (the “ Option Price ”). The Option Price has been determined by the Compensation Committee of the Board of Directors of TeleTech (the “ Committee ”), acting in good faith, to be the fair market value of the Common Stock on the Grant Date based upon the last sale price for Common Stock reported by The Nasdaq Stock Market, Inc. as of the close of business on the Grant Date.
     The Option is not intended to qualify as an incentive stock option described in Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). All provisions of this Agreement are to be construed in conformity with this intention.
     2.  Term: Option Rights . Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the “ Expiration Date ”).
          (a)  Rights Upon Termination of Employment . If Optionee ceases to be employed by TeleTech or any of its subsidiaries or affiliates (collectively, the “ Subsidiaries ”) for any reason other than (i) for “Cause” (as defined herein), (ii) Optionee’s death, or (iii) Optionee’s mental, physical or emotional disability or condition (a “ Disability ”), any then vested portion of the Option shall be exercisable at any time prior to the earlier of the Expiration Date or the date 90 days after the date of termination of Optionee’s employment.
          (b)  Rights Upon Termination For Cause . If Optionee’s employment with TeleTech and/or its Subsidiaries is terminated for Cause, the Option shall be immediately cancelled, no portion of the Option may be exercised thereafter and Optionee shall forfeit all rights to the Option. The term “Cause” shall have the meaning given to such term or to the term “For Cause” or other similar phrase in Optionee’s Employment Agreement with TeleTech or any Subsidiary; provided, however, that (i) if at any time Optionee’s employment with TeleTech or any Subsidiary is not governed by an employment agreement or if such employment agreement does not define “Cause,” then the term “Cause” shall have the meaning given to such term in the Plan, and (ii) ”Cause” shall exclude Optionee’s death or Disability.
          (c)  Rights Upon Optionee’s Death or Disability . If Optionee’s employment with TeleTech and/or its Subsidiaries is terminated as a result of (i) Optionee’s death, any then vested portion of the Option may be exercised at any time prior to the earlier of the Expiration Date or the date 180 days after the date of Optionee’s death, or (ii) Optionee’s Disability, any then vested portion of the Option may be exercised at any time prior to the earlier of the Expiration Date or the date 180 days after the date of Optionee’s employment is terminated as a result of Optionee’s Disability.
     3.  Vesting . The Option may only be exercised to the extent vested. Any vested portion of the Option may be exercised at any time in whole or from time to time in part. The Option shall vest according to the following schedule (each date set forth below, a “ Vesting Date ”):
     
 
  Cumulative
 
  Percentage of

-1-


 
                 
    Vesting Date   Option Vested    
 
               
 
                                                                 ,                25 %    
 
               
 
                                                                  ,                50 %    
 
               
 
                                                                  ,                75 %    
 
               
 
                                                                  ,                100 %    
Optionee must be employed by TeleTech or any Subsidiary on any Vesting Date, in order to vest in the portion of the Option set forth in the chart above that vests on such Vesting Date. No portion of the Option shall vest between Vesting Dates; if Optionee ceases to be employed by TeleTech or any Subsidiary for any reason, then any portion of the Option that is scheduled to vest on any Vesting Date after the date Optionee’s employment is terminated automatically shall be forfeited as of the termination of employment.
     4.  Procedure for Exercise . Exercise of the Option or a portion thereof shall be effected by the giving of written notice to TeleTech in accordance with the Plan and payment of the aggregate Option Price for the number of Shares to be acquired

 
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