TELETECH HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.1

TELETECH HOLDINGS, INC.
RESTRICTED STOCK UNIT AGREEMENT
(Time-in-Service Vesting)

     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. Any unvested portion of the Award shall be immediately cancelled.

          (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.

          (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 .

          (a) The RSU Award shall vest in four equal annual installments (25% per year) beginning on       ,       , as delineated in the table below:

          (b) 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:

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 were the beneficial owners of at least 51% of the then outstanding Common Stock and/or other voting securities of TeleTech immediately prior to such Disposition, in substantially the same proportion as their ownership immediately prior to such Disposition;

          (iii) approval by the stockholders of TeleTech of any plan or proposal for the liquidation or dissolution of TeleTech, unless such plan or proposal is abandoned within 60 days following such approval;

          (iv) the acquisition by any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), or two or more persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 51% or more of the outstanding shares of voting stock of TeleTech; provided , however , that for purposes of the foregoing, “person” excludes Kenneth D. Tuchman and his affiliates; provided , further that the foregoing shall exclude any such acquisition (A) by any person made directly from TeleTech, (B) made by TeleTech or any Subsidiary, or (C) made by an employee benefit plan (or related trust) sponsored or maintained by TeleTech or any Subsidiary; or

          (v) if, during any period of 15 consecutive calendar months commencing at any time on or after the Grant Date, those individuals (the “ Continuing Directors ”) who either (A) were directors of TeleTech on the first day of each such 15-month period, or (B) subsequently became directors of TeleTech and whose actual election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the board of directors of TeleTech, cease to constitute a majority of the board of directors of TeleTech.

          (c) Other Definitions . The following terms have the meanings ascribed to them below:

               (i) “ Cause ” has the meaning given to such term, or to the term “For Cause” or other similar phrase, in Grante