NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.07

TELETECH HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
(Vice President and above)

     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, $0.01 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 Termination Date 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 and may be accelerated in accordance with Section 3A below (each date set forth below, a “ Vesting Date ”):

		Cumulative
		Percentage of

		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.

3A. Vesting Following a Change in Control .

(a) Accelerated Vesting . Notwithstanding the vesting schedule contained in Section 3,

                    (i) upon a Change in Control (as hereinafter defined), any unvested portion of the Option that is scheduled to vest (pursuant to Section 3) within 24 months following the date the Change of Control becomes effective shall vest and become immediately exercisable as of the effective date of the Change of Control, with the remainder of the unvested portion of the Option vesting pursuant to Section 3, as accelerated by this Section 3A and clarified by the following example:

For example, assume that on June 1, 2002 an optionee was granted an option to acquire 10,000 shares of Common Stock, which option vests over five years, pro rata, on each anniversary of the grant date. On June 5, 2003, a Change of Control is consummated. As of June 5, 2003, the optionee will be fully vested in the option with respect to 6,000 shares (i.e., the 2002 shares that vested on June 1, 2003, plus an additional 4,000 shares that vested upon the change of control on June 5, 2003 in accordance with the accelerated vesting provisions of this Section 3A ). The remaining unvested portion of the option would vest (assuming all other conditions to vesting are satisfied) with respect to the remaining 4,000 shares on each of June 1, 2004 (2,000 shares) and June 2, 2005 (2,000 shares).

                    (ii) if Optionee’s employment with TeleTech or any Subsidiary is terminated within 24 months following a Change in Control, then the entire amount of the Option shall become 100% vested and immediately exercisable as of Optionee’s Termination Date (as defined herein); provided , however , that the accelerated vesting described in the foregoing clause (ii) shall not apply if Optionee’s employment with TeleTech is terminated (A) by Optionee for any reason other than for “Good Reason” (as defined herein), or (B) by TeleTech for “Cause” (as defined herein).

(b) Definition of “Change in Control” . For purposes of this Agreement, “ Change in Control ” means the occurrence of any one of the following events:

                    (i) any consolidation, merger or other similar transaction (A) involving TeleTech, if TeleTech is not the continuing or surviving corporation, or (B) which contemplates that all or substantially all of the business and/or assets of TeleTech will be controlled by another corporation;

                    (ii) any sale, lease, exchange or transfer (in one transaction or series of related transactions) of all or substantially all of the assets of TeleTech (a “ Disposition ”); provided , however , that the foregoing shall not apply to any Disposition to a corporation with respect to which, following such Disposition, more than 51% of the combined voting power of the then outstanding voting securities of such corporation is

then beneficially owned, directly or indirectly, by all or substanti