Exhibit 10.05
TELETECH HOLDINGS, INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT
(the “ Agreement ”) is entered into between
TELETECH HOLDINGS, INC., a Delaware corporation (“
TeleTech ”), and
(“ Grantee ”), as of
(the “ Grant Date ”). In consideration of the
mutual promises and covenants made herein, the parties hereby agree
as follows:
1. Grant of RSUs .
Subject to the terms and conditions of the TeleTech Holdings, Inc.
1999 Stock Option Plan, as amended (the “ Plan
”), a copy of which is attached hereto and incorporated
herein by this reference, TeleTech grants to Grantee
RSUs (the “ Award ”).
2.
(a)
Rights Upon Termination of Employment . If Grantee 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) Grantee’s death, or
(iii) Grantee’s mental, physical or emotional disability
or condition (a “ Disability ”), Grantee shall
retain rights of ownership to any then vested portion of the
Award.
(b)
Rights Upon Termination For Cause . If Grantee’s
employment with TeleTech and/or its Subsidiaries is terminated for
Cause, the RSUs shall be immediately cancelled. The term
“Cause” shall have the meaning given to such term or to
the term “For Cause” or other similar phrase in
Grantee’s Employment Agreement with TeleTech or any
Subsidiary; provided, however, that (i) if at any time
Grantee’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
Grantee’s death or Disability.
(c)
Rights Upon Grantee’s Death or Disability . If
Grantee’s employment with TeleTech and/or its Subsidiaries is
terminated as a result of Grantee’s death or disability,
Grantee shall retain any then vested portion of the Award. Any
unvested portion of the Award shall be immediately cancelled.
3. Vesting .
% of the RSUs in the Award shall vest
according to the schedule in Section 3(a) (the “
Performance Vesting RSUs ”), and the remaining RSUs in
the Award shall vest according to the schedule in Section 3(b) (the
“ Time Vesting RSUs ”).
(a)
% of the Performance Vesting RSUs shall
vest on each of the following dates (each, a “ Performance
Vesting Date ”), provided in each case that
TeleTech’s operating income as set forth in the audited
financial statements for the preceding fiscal year (as filed with
the Securities and Exchange Commission) exceeds the amount approved
by the Board of Directors and communicated to each Grantee (each, a
“ Performance Target ”):
Performance Vesting Date
[Date],
[Date],
[Date],
(b) The
Time Vesting RSUs in the Award shall vest with respect to 25% per
year over a period of five years beginning on the second year of
the employment anniversary on each of the following dates (each, a
“ Time Vesting Date ” and, together with each
Performance Vesting Date, a “ Vesting Date
”):
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Time Vesting Date
[Date],
[Date],
[Date],
[Date],
(c) Grantee
must be employed by TeleTech or any Subsidiary on any Vesting Date
in order to vest in the portion of the RSUs that vest on such
Vesting Date. No portion of the RSUs shall vest between Vesting
Dates; if Grantee ceases to be employed by TeleTech or any
Subsidiary for any reason, then any portion of the RSUs that is
scheduled to vest on any Vesting Date after the date
Grantee’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
Performance Vesting RSUs that vest in excess of 12 months from
the effective date of the Change of Control shall be treated as
Time Vesting RSUs and together with the Time Vesting RSUs shall be
accelerated such that they shall vest on the one year anniversary
of the effective date of the Change of Control as follows:
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during the first year of employment — 0% of the unvested
restricted shares shall be accelerated |
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during the second year of employment — 20% of the
unvested restricted shares shall be accelerated |
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during the third year of employment — 50% of the unvested
restricted shares shall be accelerated |
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during the fourth year of employment and thereafter —
100% of the unvested restricted shares shall be accelerated. |
Any
Performance Vesting RSUs scheduled to vest within 12 months of
the effective date of the Change of Control shall continue to vest
pursuant to the schedule set forth in Section 3.
(ii)
if Grantee’s employment with TeleTech or any Subsidiary is
terminated within 12 months following a Change in Control,
then the entire amount of the Award shall become 100% vested as of
Grantee’s Termination Date (as defined herein);
provided , however , that the accelerated vesting
described in the foregoing clause (ii) shall not apply if
Grantee’s employment with TeleTech is terminated (A) by
Grantee 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 substantially
all of the individuals and entities who
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