EXECUTIVE EMPLOYMENT AGREEMENT

a. The Agreement, hereby confirms Mr. DeGhetto’s appointment as Executive Vice President for TeleTech CMS business segment, reporting to TeleTech Parent CEO. Mr. DeGhetto shall retain his responsibilities as a member of TeleTech Parent Executive Committee.

b. Mr. DeGhetto shall devote his full-time and best efforts to the performance of all duties contemplated by his title and responsibilities, and as assigned to him from time to time by the CEO or his delegates. Unless otherwise specifically authorized in writing by TeleTech Parent, Employee shall not engage in any other business activity, or otherwise be employed by any other company other than TeleTech’s subsidiaries. Notwithstanding the foregoing, Mr. DeGhetto is not precluded by the terms of this Agreement from serving on boards of directors of other non-competitor companies or not-for-profit organizations with TeleTech Parent’s prior written approval.

c. As a member of TeleTech Parent Executive Committee, Mr. DeGhetto shall render services to TeleTech Parent as necessary and desirable to protect and advance the best interests of TeleTech Parent and all its affiliated companies, acting at all times, in accordance with TeleTech Ethics Code: How TeleTech Does Business (or a successor code of conduct document) and in accordance with all other material policies and procedures.

d. Mr. DeGhetto’s role with the company requires extensive travel and Mr. DeGhetto understands and agrees that such travel is a material part of his responsibilities.  Mr. DeGhetto shall travel in accordance with TeleTech Parent travel policy. Notwithstanding the provisions of the travel policy to the contrary, the Company agrees that Mr. DeGhetto will be permitted to travel in business class for international travel exceeding 6 hours in duration.

e. Notwithstanding other provisions in this Agreement, Mr. DeGhetto understands and agrees that his role and responsibilities may change over time in the best interest of the business, and TeleTech Parent reserves the right to assign to Mr. DeGhetto different roles and assignments that best serve the business.

a. Salary and Period Salary Review.  As of the Effective Date, Mr. DeGhetto’s base salary is $400,000 per year (“Base Salary”), payable in equal installments in accordance with the Company’s standard payroll practice, less legally required deductions and withholdings.  Mr. DeGhetto’s Base Salary may be periodically reviewed and adjusted, at CEO’s discretion, to appropriately reflect his role in the business, the contribution of the role, and the market pay for such role in accordance with TeleTech standard compensation review practices. Notwithstanding the foregoing, nothing in this Agreement provides assurances that Mr. DeGhetto’s salary will be increased from time to time.

b. Variable Incentive Compensation (annual cash bonus).  As of the Effective Date, Mr. DeGhetto is eligible to participate in an annual performance based cash incentive program, currently referred to as TeleTech Variable Incentive Plan (“VIP”).  Mr. DeGhetto’s annual VIP opportunity currently is and shall remain to be up to 200% of his Base Salary (i.e. up to $800,000 in cash based on Mr. DeGhetto’s current level of Base Salary), tied to the annual targets and goals of the business as set by the CEO and TeleTech’s Board of Directors.  Mr. DeGhetto’s annual VIP awards will be based on a combination of metrics set-out and approved by TeleTech and its executive leadership team annually by the Compensation Committee.  At present these metrics include the (i) TeleTech-wide results of operations; (ii) business segment specific results, including Mr. DeGhetto’s business segment’s revenue and operating income goals; and (iii) Mr. DeGhetto individual performance against targets set-out by the CEO. The timing for VIP awards are determined from time to time by the Compensation Committee annually.

c. Annual Equity Grant.  Mr. DeGhetto is also eligible to participate in TeleTech’s annual Equity program, designed to provide long term incentives for senior executives of the Company and align their interests with company stockholders.  Currently, TeleTech offers its equity grants in the form of restricted stock units, vesting over a period of years (the “RSUs”).  Mr. DeGhetto is and shall remain eligible for an annual equity grant opportunity of up to 200% of his Base Salary (i.e. up to $800,000 in cash based on Mr. DeGhetto’s current level of Base Salary) in fair market value of TeleTech equity at time of the grant. The actual amount of the annual equity grant is discretionary and is not guaranteed. It is based on TeleTech’s performance overall, the performance of the business segment for which Mr. DeGhetto is responsible and Mr. DeGhetto’s individual performance against targets, as set by the TeleTech Board annually. The RSUs are granted under the terms of grant-specific agreements that are approved by the Compensation Committee from time to time (“Equity Agreements”).  These Equity Agreements provide vesting schedules, performance metrics, if any, and other material terms of each grant. TeleTech and its Compensation Committee reserve the right, at its discretion, to change the terms of future Equity Agreements and the equity granted thereunder. The use of the RSUs, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee, by other equity instruments in accordance with incentive compensation plans adopted by the Compensation Committee from time to time.  All grants as part of TeleTech Parent Equity program are subject to Executive Stock Ownership Guidelines included in this Agreement as Exhibit C.

d. Reimbursement of Business Expenses.  The Company agrees to reimburse Mr. DeGhetto for all reasonable out-of-pocket business expenses incurred by Mr. DeGhetto on behalf of the Company in accordance with TeleTech expense reimbursement policies.

e. Services  to  Subsidiaries. Mr. DeGhetto acknowledges that, as part of his employment responsibilities, he may be required to serve as an officer and/or director (“D&O”) of TeleTech subsidiaries, affiliates and related entities.  He hereby agrees to perform such duties diligently and without additional compensation, and to follow TeleTech direction in the performance of such services. For the duration of such D&O services, TeleTech shall maintain appropriate D&O insurance policies for Mr. DeGhetto’s protection in connection with the services. Furthermore, Mr. DeGhetto agrees to resign such D&O roles, if requested to do so by TeleTech.  At the time contemporaneous with the execution of this Agreement, Mr. DeGhetto will sign a resignation letter attached hereto, as Exhibit A, which letter shall become effective on termination of this Agreement, for any reason, or without termination, at TeleTech’s discretion, if TeleTech determines that such resignation is in the best interest of the business.

f. Tax  Liability and Withholdings.  All compensation and other payments made under this Agreement will be subject to withholding of the federal, state, and local taxes, Social Security, Medicare and other withholdings in such amounts as is reasonably determined by Company. The withholdings taxes due with respect to any equity grants may, at Company’s discretion and in accordance with the relevant equity plans, be deducted directly from the equity being granted or as it vests.  The Company shall have the right to take all the action as it deems necessary to satisfy its and employees tax withholding obligations.

a. Vesting. Notwithstanding the vesting schedules contained in Equity Agreements that Mr. DeGhetto would hold, upon a “Change in Control” event (as defined below), any unvested equity RSUs awards that would otherwise vest on or after the effective date of the Change in Control event shall be accelerated and become 100% vested on the effective date of the Change in Control event; provided,  however, that for purposes of a Change in Control pursuant to Paragraph 5(c) of this Agreement, the unvested equity shall be deemed to have vested immediately prior to a Change in Control event, in order to allow such equity to participate in such Change in Control transaction.

b. Consistent with Other Similar Provisions. For the avoidance of doubt, the terms of this Change in Control provision are substantially similar to those that are included in the Equity Agreements that Mr. DeGhetto currently holds.  The sole purpose of the provision being restated in this Agreement is to reiterate the Change in Control provisions in this omnibus Agreement that control the terms of Mr. DeGhetto’s employment with the Company. 

c. Definition of “Change in Control.”    For purposes of this Agreement, “Change in Control” event shall mean the occurrence of any one of the following:

(v) If, during any period of 15 consecutive calendar months commencing at any time on or after the Effective Date, those individuals (“Continuing Directors”) who either (1) were directors of TeleTech Parent on the first day of each such 15‑months period, or

(2) subsequently became directors of TeleTech Parent and whose actual election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors who were then members of the  TeleTech Parent Board of Directors, cease to constitute a majority of the Board of Directors of TeleTech Parent.

c. Termination by the Company for Cause.  The Company may terminate this Agreement with no notice for Cause, as that term is defined in Paragraph 6(g), with the Company's only obligation being the payment of any salary and compensation earned as of the date of termination, and any continuing obligations under the Company benefit plans then in effect, and without liability for severance compensation of any kind, including the base pay severance set forth in Paragraph 6(b). 

d. Termination by Employee. Mr. DeGhetto is not entitled to severance compensation if he terminates his employment with Company for any reason.

e. Termination upon Employee’s Death.  This Agreement shall terminate immediately upon Employee’s death.  Thereafter, the Company shall pay to the Employee’s estate all compensation fully earned, and benefits fully vested as of the last date of Employee’s

continuous, full-time active employment with the Company.  For purposes of this Agreement, continuous, full-time active employment shall be defined as the last date upon which Employee continuously performed his job responsibilities on a regular, full-time basis consisting of at least 35 hours per week, and in the usual course of the Company’s business (“Continuous Full-Time Active Employment”).  In case of Employee’s death, the Company shall not be required to pay any form of severance or other compensation concerning or on account of the Employee’s employment with the Company or the termination thereof.

f. Termination Due to or Following Disability.  During the first ninety (90) calendar days after a mental or physical condition that renders Employee unable to perform the essential functions of his position with reasonable accommodation (the “Initial Disability Period”), Employee shall continue to receive his base salary pursuant to Paragraph 2(a) of this Agreement.  Thereafter, if Employee qualifies for benefits under the Company’s long term disability insurance plan (the “LTD Plan”), then Employee shall remain on leave for as long as Employee continues to qualify for such benefits, up to a maximum of 180 consecutive days (the “Long Term Leave Period”).  The Long Term Leave Period shall begin on the first day following the end of the Initial Disability Period.  During the Long Term Leave Period, Employee shall be entitled to any benefits to which the LTD Plan entitles Employee, but no additional compensation from the Company in the form of salary, performance bonus, equity grants, allowances or otherwise. If during or at the end of the Long Term Leave Period Employee remains unable to perform the essential functions of his position, then the Company may terminate this Agreement and/or Employee’s employment. If the Company terminates this Agreement or Employee’s employment under this Paragraph 6(f), the Company’s payment obligation to Employee shall be limited to all compensation fully earned, and benefits fully vested as of the last date of Employee’s Continuous, Full-Time Active Employment with the Company. 

g. Definition of “Cause”.  For purposes of this Agreement, “Cause” shall have the following meaning:

(i) Fraud,  theft, embezzlement (or attempted fraud, theft, embezzlement), dishonest acts or illegal conduct;

(ii) Other similar acts of willful misconduct on the part of Employee resulting in damage to TeleTech Parent or the Company;

(iii) A material breach by the Employee of this Agreement;

(iv) Use of any controlled substance or alcohol while performing Employee’s duties, except as part of a TeleTech Parent or Company-sponsored event in connection with a business-related social engagement such as a trade conference or customer entertainment, but only in moderation and in a professional manner that reflects positively on TeleTech Parent and the Company; with visible inebriation at a business-related social engagement constituting a cause for immediate termination;

(v) A  breach of a  fiduciary duty that results in an adverse impact to TeleTech Parent or the Company or in personal profit to the Employee (as determined by the Company based on its conflict of interest policies outlined in the TeleTech Ethics Code);

(vi) Use of trade secrets or confidential information of TeleTech Parent or the Company, other than in pursuit of TeleTech Parent or the Company’s business; 

(vii) Aiding a competitor of TeleTech Parent; or

(viii) Failure by Employee in the performance of his duties that results in material adverse effect on TeleTech Parent, the Company or TeleTech Parent subsidiary companies. 

a. Non-Compete Undertaking. For a period of twelve (12) months from separation from TeleTech Parent and/or the Company, not to work or otherwise contribute his knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e. a shareholder holding more than 5% of outstanding equity in the company), volunteer, intern or in any other similar capacity anywhere in the world to a business entity engaged in the same or substantially similar business as TeleTech Parent its subsidiaries and affiliates, including entities engaged in the full life cycle of customer strategy, analytics-driven, technology-enabled customer engagement management solutions from customer engagement strategy consulting, to technology and analytics driven customer acquisition to technology solution development and integration to business process outsourcing customer care (collectively, “TeleTech Business”).  The Non-Compete Undertaking shall apply throughout, and shall be limited by, the territory where the Employee performs services for the Company and TeleTech Parent, as provided in this Agreement.  For the avoidance of doubt, the term ‘performs services for’ shall not be limited to ‘works at’ or any other limitation delineating where the Employee performs the actual services, but instead shall relate to the entire territory where the Company and TeleTech Parent benefits and is reasonable to expect to benefit from the Employee’s services. Given Mr. DeGhetto’s role as the Executive Vice President for CMS business, the territory for purposes of this Agreement shall be worldwide.

b. Employee Non-Solicitation Undertaking. For a period of twelve (12) months from separation from TeleTech Parent and the Company, Employee agrees not to solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment, directly or indirectly, of any then current employee of the Company or its subsidiaries and affiliates; and

c. Client Non-Solicitation Undertaking. For a period of twelve (12) months from separation from TeleTech Parent or the Company, Employee agrees not to solicit or interfere with business relationships between TeleTech Parent, the Company, and current and prospective (currently actively pursued) clients of TeleTech Parent, or any of its subsidiaries and affiliates, for purposes of offering or accepting goods or services similar to or competitive with those offered by TeleTech Parent or any of its subsidiaries and affiliates.

a. Relationship between this Agreement and Other Company Agreements.  In the event of any direct conflict between any term of this Agreement and any TeleTech Parent and/or Company agreement, policy, procedure, guideline or other publication addressing the same terms and conditions contained in this Agreement, the terms of this Agreement shall control Mr. DeGhetto’s employment. 

b. Successors and Assigns.  TeleTech Parent, the Company, its successors and assigns may in their sole discretion assign this Agreement to any person or entity in connection with the merger, acquisition or other business combination that results in the divestiture or transfer of all or substantially all the assets of the Company or TeleTech Parent. This Agreement shall bind, and inure to the benefit of the Company's successors or assigns.  This Agreement is for personal services and Mr. DeGhetto shall not assign his rights or obligations hereunder.

c. IRSC  Section 409A. 

(i) Interpretation.  This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from, or complies with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Internal Revenue Service guidance and Treasury Regulations thereunder (collectively, “Section 409A”). It is the Parties’ intention that salary continuation payments under the Agreement will be exempt from the requirements of Section 409A because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or

payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent.

(ii) Separation from Service; Separate Payments.  Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit subject to Section 409A, including an exemption from Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, all references to DeGhetto’s “termination of employment” shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), and Employee shall not be considered to have had a termination of employment unless such termination constitutes a “separation from service” with respect to Employee.  If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

(iii) Specified Employee.  Notwithstanding anything in this Agreement to the contrary, if the Employee is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Employee’s “separation from service”, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) and is payable on account of the Employee’s separation from service shall be delayed in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i), and any such delayed payment shall be paid to DeGhetto in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of a six-month period from the date of Employee’s “separation from service,” or (ii) Employee’s death.  To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) or 1.409A-1(b)(9), or in any other applicable exception or provision of Section 409A.

(iv) Reimbursements.  With regard to any provision in this Agreement that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such arrangement provides for a limit on the amount of expenses that may be reimbursed over some or all of the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of DeGhetto’s taxable year following the taxable year in which the expenses were incurred.

(v) Cooperation.  If the Parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, DeGhetto and the Company agree to amend this Agreement, or take such other actions as DeGhetto and the Company deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to DeGhetto under this Agreement.  If any provision of this Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

h. Construction.  Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular.  The Parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the agreement's terms and to consult with counsel of their own choosing.  Therefore, the Parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the agreement's drafter, and agree that this Agreement and all amendments thereto shall be construed as a whole, according to the fair meaning of the language used.

i. Dodd-Frank Clawback Provision.  Notwithstanding any other provision in this Agreement or in the related Equity Agreements, in the event that pursuant to the terms or requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or of any applicable laws, rules or regulations promulgated by the US Securities and Exchange Commission or any listing requirements of any stock exchange or stock market on which any securities of TeleTech Parent trade, from time to time, and in the event any bonus payment, equity award or other payment is based upon the satisfaction of financial performance metrics which are subsequently reversed due to a restatement or reclassification of financial results of TeleTech Parent, then any payments made or equity awards granted (and equity received pursuant to these awards) shall be returned and forfeited to the extent required and as provided by applicable laws, rules, regulations or listing requirements.  This Paragraph 7(h) shall survive any expiration or termination of this Agreement for any reason.

j. Controlling Provisions.    The employment arrangement contemplated by this Agreement includes other related documents in addition to this Employment Agreement, some of which are TeleTech Parent and the Company’s standard documents not otherwise tailored to this transaction.  To the extent any provisions of these related agreements contradict the clear provisions and terms of this Employment Agreement, the provisions of this Agreement shall be controlling.