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AMENDMENT TO
TELETECH HOLDINGS, INC.
RESTRICTED STOCK UNIT AGREEMENT
This amendment
(the “ Amendment ”) to the TeleTech Holdings,
Inc. Restricted Stock Unit Agreement (the “ Agreement
”) by and between TeleTech Holdings, Inc. (the “
Company ”) and
(“ Grantee ”), dated
, is hereby made by the Company effective as of December 11,
2008.
WHEREAS ,
the Company desires to amend the Agreement in order to conform the
Agreement to the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations and
Internal Revenue Service guidance thereunder (“
Section 409A ”); and
WHEREAS ,
pursuant to Section 18 of the Amended and Restated TeleTech
Holdings, Inc. 1999 Stock Option and Incentive Plan (the “
Plan ”), the committee appointed by the Board of
Directors of the Company (the “ Committee ”) may
amend the terms of an award granted under the Plan.
NOW,
THEREFORE , BE IT RESOLVED , that, pursuant to the
Committee’s power of amendment contained in Section 18
of the Plan,
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