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
”):
-1-
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Vesting Date |
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Option Vested |
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25 |
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50 |
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75 |
% |
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100 |
% |
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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