Employment Agreement between Anthony Y. Tsai and TeleTech Services Corporation effective as of September 5, 2017

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is by and between TeleTech Services Corporation, a Delaware corporation (the “Company”), a wholly owned subsidiary of TeleTech Holdings, Inc., a Delaware corporation (“TeleTech”), and Anthony Tsai  ("Executive”) (each a “Party” and together the “Parties”),  and is executed to be effective as of the Start Date of employment (“Effective Date”).

1.Appointment. 

a.  The Company hereby employs Mr. Tsai as Executive Vice President, Chief Information and Innovation Officer to lead its global technology groups, including its Customer Technology Services segment, its Information Technology organization, its Information Security function;  its bConnected and Humanify technologies, and to enable TeleTech to deliver its business objectives, as established from time to time by the TeleTech board of directors (the “Board”) and TeleTech management executive committee (the “Executive Committee”). In this role, Mr. Tsai will report to TeleTech’s Chief Executive Officer and will become a member of the TeleTech executive leadership team and its Executive Committee.  The Executive hereby accepts such appointment with the Company effective September 5, 2017 (“Start Date”).

b.  Executive shall devote his full-time and best efforts to the performance of all duties contemplated by this Agreement and, as assigned to Executive from time to time by   the CEO or his or her delegate in the event of the CEO’s absence. Unless otherwise specifically authorized in writing by TeleTech, Executive shall not engage in any other business activity, or otherwise be employed by any other company.  This shall not preclude Executive from serving on boards of directors with TeleTech’s prior written approval.

c.  Executive acknowledges that, as part of his employment duties,  Executive may be required to perform services for, and serve as an officer and/or director of, TeleTech subsidiaries, affiliates and related entities, on behalf of and as requested by TeleTech; and Executive agrees to perform such duties diligently and without further compensation.  Although employed by the Company, a TeleTech subsidiary, Executive as a member of the TeleTech executive leadership team shall render services to TeleTech as necessary and desirable to protect and advance the best interests of TeleTech, acting, in all instances, in accordance with TeleTech Ethics Code: How TeleTech Does Business (or a successor code of conduct document).  

2.Compensation.

3.Restricted Stock Units (RSUs).

4.Bonus and Equity Award Enhancements for Senior Executives.

Notwithstanding the provisions of Sections 2(c) and 3(b) the Compensation Committee of the Board may, on the recommendation of the CEO, approve an annual VIP award and/or Annual Equity Grant enhancement for the Executive up to 2 times  the level provided in Sections 2(c) and 3(b) of this Agreement (i.e. the Executive’s potential annual VIP awards and Equity Grants may be up to 100% of his Base Salary).  Such bonus and equity enhancements are entirely discretionary and based on exceeding the Company’s financial targets and Executive’s contribution to TeleTech’s overall performance.    

5.Benefits.

a.Health Insurance and other benefits.  Executive and his dependents shall be eligible for coverage and may choose to enroll under TeleTech’s group medical, vision, and dental insurance and other insurance plans made available to the Company's employees, beginning on the first of the calendar month after 30 days tenure with the Company (for clarification, the Executives eligibility for participation in these benefits will start on November 1, 2017, assuming the start date of September 5, 2017).

b. Miscellaneous benefits.  Executive shall receive benefits generally applicable to the Company’s management employees that are from time to time in effect, such as the Company’s 401(k) and Deferred Compensation Plans.

c.Paid Leave. Executive shall be eligible for a Paid Time Off (PTO) benefit pursuant to TeleTech’s current PTO Policy (or any other vacation/sick policy then in effect).  Executive will also be paid for time off for certain holidays as set forth in Company’s current Company Holiday Policy.

6.Relationship Between this Agreement and Other Company Agreements. 

In the event of any direct conflict between any term of this Agreement and any TeleTech contract, policy, procedure, guideline or other publication addressing the same terms and conditions contained in this Agreement, the terms of this Agreement shall control in regard to Executive’s employment. 

7.Termination.

a.Termination by Either Party.  Except as set forth in Section 7(c), (e) and (f), either Party may terminate the employment relationship with 30 days’ written notice to the other.  Both parties may mutually agree to a shorter period.  

b.Termination by the Company without Cause.  Upon 30 days written notice, the Company, in its sole discretion, may terminate Mr. Tsai’s employment without Cause (as “Cause” is defined in Section 7(g) below).  If Mr. Tsai executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit C (attached hereto), releasing all legal claims except for those that cannot legally be released and Mr. Tsai continues to comply with all terms of such separation agreement, and any other agreements signed by the Executive with the Company, then the Company shall pay Mr. Tsai severance compensation equal to twelve (12) full calendar months of Mr. Tsai’s then current Base Salary. Salary continuation payments will be made at the Company’s regular payroll intervals, provided, however, payments accruing for payroll periods prior to the date that the Company has received a signed and effective separation agreement and release shall be suspended and paid on the first payroll date following the effective date of the separation and release. 

If the Company terminates this Agreement without Cause  under this Section  7(b), and the Company pays Mr. Tsai the compensation earned as of the effective date of the termination, and provides Mr. Tsai severance compensation in the amount and on the terms specified in this Section 7(b), the Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Mr. Tsai has or may at any time have for compensation or payments of any kind from the Company or TeleTech arising from or relating in whole or part to Mr. Tsai's employment with the Company and/or this Agreement. If the separation agreement and legal release referenced above are not signed within thirty (30) days from the date that such documents are presented to Mr. Tsai (which the Company shall present no later than fifteen (15) days after the effective date of Executive’s termination), then Mr. Tsai waives his right to receive any severance compensation pursuant to this Agreement, even if Mr. Tsai were to successfully litigate any claim against the Company and/or TeleTech.  

If the act or acts constituting Cause are susceptible of cure, Company will provide Executive with written notice setting forth the acts constituting Cause and providing that Executive may cure such acts within thirty (30) business days of receipt of such notice.  Any recurrence of acts constituting Cause within one (1) year of the original occurrence will void Executive’s right to such pre-termination right to cure.

h.Continuing Obligations. Mr. Tsai shall remain subject to the Company’s Agreement to Protect Confidential Information, Assign Inventions and Prevent Unfair Competition and Unfair Solicitation (“Confidentiality Agreements”), Arbitration agreements, Equity Agreements, and any other similar agreements executed at any time during his employment, including without limitation this Agreement, all of which survive termination of employment.

8.Successors and Assigns.    

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. This Agreement shall bind, and inure to the benefit of the Company's successors or assigns.    This Agreement is for personal services and the Executive shall not assign his rights or obligations hereunder.

9.Governing Law and Dispute Resolution.    

a.Good Faith Negotiation Requirement.    Executive and the Company agree that in the event of any controversy or claim arising out of or relating to Executive’s employment with and/or separation from the Company, they shall negotiate in good faith to resolve the controversy or claim privately, amicably and confidentially.  Each party may consult with counsel in connection with such negotiations. 

b.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Colorado without regard to conflict of law principles.

c.Disputes.  The parties agree that any action arising from or relating in any way to this Agreement, shall be resolved and tried in the state or federal courts situated in Denver, Colorado. The parties consent to jurisdiction and venue of those courts to the greatest extent allowed by law.  In this regard, the Executive acknowledges and admits to all or a combination of several following substantial contacts with Colorado:  (i) the Executive is employed, provides services for or otherwise is affiliated with an legal entity headquartered in the state of Colorado; (ii) the Executive receives the compensation in a form of Employee checks or wire transfers that are drawn either directly or indirectly, from bank accounts in Colorado; (iii) the Executive regularly interacts with, contacts and is contacted by  other TeleTech employees and executives in Colorado; (iv) the Executive either routinely travels to or attends business meetings in Colorado; and (v) the Executive receives substantial compensation and benefits as a result of TeleTech being a corporation headquartered in and subject to the laws of Colorado.  Based on these and other contacts, the Executive acknowledges that he could reasonably be subject to the laws of Colorado.

d.Attorney’s fees. The party that substantially prevails in any action to enforce any provision of this Agreement shall recover all reasonable costs and attorneys' fees incurred in connection with the action.

10.Non-Disclosure, Non-Competition and Non-Solicitation.    

Executive agrees to execute, simultaneously with the execution of this Agreement, the Company’s Agreement to Protect Confidential Information, Assign Inventions and Prevent Unfair Competition and Unfair Solicitation (“Confidentiality Agreement”), incorporated herein by reference as Exhibit D.  In addition to the provisions of the Confidentiality Agreement, the Executive  in consideration of the employment opportunity and compensation provided hereunder, agrees and covenants during the term of his affiliation with the Company (as an employee or otherwise):

d.Consequences of Breach. If the Executive breaches any of the covenants and undertakings set forth in this Section  10:

(i)All of Executive’s unvested RSUs shall be immediately forfeited and neither TeleTech nor the Company shall have any further liabilities to Executive pursuant to this Agreement, including without limitation no liability for any RSUs not yet granted or granted and unvested;  

(ii)Executive and those who aid him in such breach shall be liable for all costs and business loses including any damages and out of pocket expenses associated with or resulting from such breach; and

(iii)Executive hereby consents and agrees that the Company and TeleTech shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

11.IRSC   Section 409A. 

a.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 (“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.

b.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 Executive’s termination of employment, all references to Executive’s “termination of employment” shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), and Executive shall not be considered to have had a termination of employment unless such termination constitutes a “separation from service” with respect to Executive.  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.

c.Specified Employee.  Notwithstanding anything in this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of Executive’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 Executive’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 Executive 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 Executive’s “separation from service,” or (ii) Executive’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.

d.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 Executive’s taxable year following the taxable year in which the expenses were incurred.

e.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, Executive and the Company agree to amend this Agreement, or take such other actions as Executive 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 Executive 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.

12.Miscellaneous.

Executive acknowledges and agrees: that he understands this Agreement; that he enters into it freely, knowingly, and mindful of the fact that it creates important legal obligations and affects his legal rights; and that he understands the need to consult concerning this Agreement with legal counsel of his own choosing, and has had a full and fair opportunity to do so.

Exhibit A

To

Executive Employment Agreement

(Time-Based RSU Grant)

TELETECH HOLDINGS, INC.

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of [DATE] (the "Grant Date") by and between TeleTech Holdings, Inc., a Delaware corporation (the "Company") and Christopher Rence  (the "Grantee").

This Agreement is governed by the terms of the TeleTech Holdings, Inc. 2010 Equity Incentive Plan (the "Plan") pursuant to which the Company may grant awards of Restricted Stock Units (“RSUs”) to Eligible Individuals, including employees, directors and consultants of the Company and its Affiliates (together, “TeleTech”).  Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

The parties agree to be legally bound by this Agreement, and in exchange for sufficient consideration, the adequacy of which is not in question, agree as follows:

The period during which the RSUs remain unvested and forfeitable is referred to as the "Restricted Period".

8.2If the Grantee breaches any of the covenants and undertakings set forth in this Section 8:

a.All unvested RSU Awards shall be immediately forfeited and cancelled;

b. He/she and those who aid him/her in such breach shall be liable for all costs and business losses including any damages and out of pocket expenses associated with or resulting from such breach; and

c.The Grantee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

8.3Acknowledgements.    

Grantee understands that Data will be transferred to Bank of America, Merrill Lynch or such other stock plan service provider as may be selected by TeleTech in the future, which is assisting TeleTech with the implementation, administration and management of the Plan.  Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different

data privacy laws and protections than Grantee’s country.  Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.  Grantee authorizes TeleTech, Bank of America, Merrill Lynch and any other possible recipients which may assist TeleTech (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan.  Grantee understands that Data will be held only as long as is necessary to implement, administer and manage Grantee’s participation in the Plan.  Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  Further, Grantee understands that he or she is providing the consents herein on a purely voluntary basis.  If Grantee does not consent, or if Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Grantee’s consent is that TeleTech would not be able to grant Grantee RSUs or other equity awards or administer or maintain such awards.  Therefore, Grantee understands that refusing or withdrawing his or her consent may affect Grantee’s ability to participate in the Plan.  For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee understands that he or she may contact his or her local human capital representative.

In this regard, the Grantee acknowledges and admits to all or a combination of several following substantial contacts with Colorado:  (i)  Grantee is employed, provides services for or otherwise is affiliated with a legal entity headquartered in the state of Colorado; (ii)  Grantee receives the compensation in a form of checks or wire transfers that are drawn either directly or indirectly, from bank accounts in Colorado; (iii)  Grantee regularly interacts with, contacts and is contacted by other TeleTech employees and executives in Colorado; (iii)  Grantee either routinely travels to or attends business meetings in Colorado; and (iv) Grantee receives substantial compensation and benefits as a result of TeleTech being a corporation headquartered in and subject to the laws of Colorado.  Based on these and other

contacts, the Grantee acknowledges that he/she could reasonably be subject to the laws of Colorado. 

c.Attorneys fees.  The party that substantially prevails in any action to enforce any provision of this Agreement shall recover all reasonable costs and attorneys' fees incurred in connection with the action.

13.Administration of the Agreement and Awards.

The Agreement (including the Plan) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written, between the Company and Grantee relating to Grantee’s entitlement to RSUs or similar benefits, under the Plan.

The parties have executed this Agreement as of the date first above written.

TeleTech Holdings, Inc.

APPENDIX  A

(Restricted Stock Unit Award Agreement)

Executive Stock Ownership Guidelines

Equity provides the opportunity for the company to further invest in the employees who passionately uphold our values while driving the business with an entrepreneurial spirit. Company leaders who think and act like owners  are crucial to our success and encouraging star  players to actively participate in company growth  is key to  building our future together.

When a company’s board of  directors, shareholders and employees align their interest in organization’s  long-  term success, the stage is set for true transformation. To that end, TeleTech has adopted Stock Ownership  Guidelines to encourage company leaders (vice president-level and above) to align their interests with TeleTech  and our stockholders and to focus  on value creation, while sharing in the company’s success. The following are answers  to questions you  may have about TeleTech’s new Executive Stock Ownership  Guidelines.

Executive Stock Ownership Guidelines

Q.    Why are we implementing an Ownership Guideline?

A. The Guidelines are designed to align our senior leaders’ interests with our shareholders’ interest, driving a  long-term vision and commitment to creating company value. The Executive Ownership Guidelines are also designed to:

•   Support confidence in company strategy to execute our business transformation

•   Allow us to remain an attractive and competitive choice for executive-level talent by adopting best practices

•   Align executive behavior with external shareholder expectation

•   Drive long-term accountability

•   Enable company success

Q.    How much stock should I hold as a company leader?

A.  The new Executive Stock Ownership Guidelines call for TeleTech vice presidents and above to hold a multiplier of base compensation in TeleTech  stock  (based on Fair Market Value (FMV) of stock as it trades on NASDAQ). Employees will have five years from the start of this requirement (or promotion into a new role) to meet the holding Guidelines.

Q.    Do I have to buy TeleTech stock to meet this holding Guideline?

A.    TeleTech does not expect you to buy TeleTech stock to meet the holdings Guidelines, and how you meet them is entirely up to  you. Most employees will be able to meet the requirement by holding a portion of their annual equity grant (net of tax), as it  vests.

Q.    How many shares should I consider holding from each RSU grant to meet the holding Guidelines?

A.   How much you hold from each grant and from each vesting event is entirely up to you. Based on basic modeling, however, we believe that if you hold a percentage of each vesting event from annual Equity Grants (net  of tax as indicated in the table below)  you should comfortably reach the holding requirement in five years or sooner.

The holding guideline can be satisfied with any stock you hold including:

•    the exercise of options to purchase the company’s common stock

•    the  vesting of restricted stock; and

•    the  vesting of performance shares.

Once the holding target is reached, you should  maintain it during your entire tenure  in the role; and as your role  changes be aware of the changes in the holding guidelines as well.

Q.   What happens if I don’t reach my target holding amount within the five-year time frame due to market volatility or amount of my equity awards?

A.   If the actual Equity Grants you receive and/or market price volatility does not allow an employee to reach the target holding level within the required five-year time frame, the company does not expect employees to invest out of pocket. The company expects the Equity Grants you receive to be the source for the holding requirement and we look to you as a leader to exercise a good faith effort to honor the requirements. If the Equity Grants you receive or market volatility creates a challenge, discuss the matter with your supervisor and your HC partner for a practical resolution.

Q.    What if I have a special situation (hardship) that makes maintaining the holding requirement difficult  for me?

A.    The  Executive Ownership Guidelines is designed to align your interests with the company’s interests and position you to share in our success. If your personal situation makes the compliance with the Ownership  Guidelines a hardship, speak to your HC partner and the Executive Committee level executive responsible for your business segment for guidance and support.

Q.    Whom should I contact with questions?

A.    If you have questions, please contact Pam LeMasters, director, Global Compensation via email or by phone at ###-###-####.

APPENDIX B

(Restricted Stock Unit Award Agreement)

RSU VESTING FOLLOWING CHANGE IN CONTROL (Single Trigger).

This Agreement and the Award are intended to be exempt from the provisions of Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, as providing for any payments to be made within the applicable “short-term deferral” period (within the meaning of Section 1.409A-1(b)(4) of the Department of Treasury regulations) following the lapse of a “substantial risk of forfeiture” (within the meaning of Section 1.409A-1(d) of the Department of Treasury regulations).  Notwithstanding any provision of this Agreement to the contrary, in the event that the Committee determines that the Award may be subject to Section 409A, the Committee, in its sole discretion, may adopt amendments  to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, from time to time, without the consent of Grantee, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A and related Department of Treasury guidance and thereby avoid the application of penalty taxes under Section 409A.

Exhibit B

To

Executive Employment Agreement

(Repayment Agreement of Relocation Fee for Anthony Tsai)

TeleTech Services Corporation recognizes that the relocation of an employee  bears a toll on the employee and in recognition of this fact wants to offer a cash allowance to defray some of these costs (up to an amount stated below.) It is the objective of this agreement to set mutually clear expectations for both the employer and employee with respect to the parties’ mutual responsibilities in connection with this relocation allowance.

This Agreement is made and entered into this:

Date: By and between: TeleTech Services Corporation, with its principal place of business located at 9197 S. Peoria Street, Englewood, CO 80112 (hereinafter “TeleTech”)

And Employee:  Anthony Tsai (the “Employee”)

Email:

Origination:  Relocation: Englewood, CO

Amount:  

TeleTech supports relocation allowances in good faith that the employee will have a productive tenure with the company. TeleTech’s vision is to create and grow emotionally connected, valuable, lasting relationships.

As a condition of this relocation allowance, the Employee agrees that if they voluntarily terminate their employment within 24 months of the Start Date of his/her employment, the Employee will repay the relocation allowance to TeleTech on the last day of employment with the company.

Number of months after allowance given:

 0 - 12 months = 100% repayment of allowance

13 - 24 months = 50% repayment of allowance

I acknowledge that I have received a copy of TeleTech’s Relocation Repayment Agreement and I agree to Do the Right Thing and abide by the contents of the document. Repayments may be deducted from my final paycheck(s) as allowed by state law.

Accepted and Agreed

_________________Date:

Anthony Tsai

Exhibit C

To

Executive Employment Agreement

(Sample Severance Agreement and Release of Claims

)

[DATE]

PERSONAL & CONFIDENTIAL

[NAME]

[ADDRESS]

Dear [NAME]:

As you have been advised, your employment with TeleTech Services Corporation (“TeleTech” or “the Company”) will terminate effective the close of business on ____________ (“Termination Date”).  This letter contains a Settlement Agreement and Release of Claims (“Agreement”) intended to resolve any and all disputes arising from your employment and your separation from employment with TeleTech on mutually agreeable terms as set forth below.  Please review it carefully, and if it is acceptable to you, sign and return an original copy to TeleTech Human Capital Department, 9197 S. Peoria Street, Englewood, Colorado 80112 Attn: Settlement Agreements, either by mail or by hand delivery.  If you are 40 or over, you have been provided 21 days from the date of this Agreement to consider whether to enter into this Agreement.

SETTLEMENT Agreement and Release of Claims

This Agreement is made between ______________ (“you”) and TeleTech (collectively, the “Parties”).  In consideration of the mutual promises and other benefits set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

a.any and all rights or claims under any of the following laws: Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000-e, as amended; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Family and Medical Leave Act of 1993, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Fair Labor Standards Act of 1938, as amended; the National Labor Relations Act; the Occupational Safety and Health Act, as amended; the Age Discrimination in Employment Act; the Americans with Disabilities Act of 1990, as amended; the Civil Rights Acts of 1866, 1871, and 1991; the Equal Pay Act of 1963; the Employee Retirement and Income Security Act of 1974, as amended; the Immigration Reform and Control Act, as amended; the Conscientious Employee Protection Act, the Colorado Anti-Discrimination Act and any other federal, state, or local employment statute,

law, or ordinance, including any and all claims of employment discrimination based on race, color, creed, religion, national origin, sex, age, marital status, disability, sexual orientation, lawful off-duty conduct, or retaliation; and

b.any and all common-law claims such as wrongful discharge, violation of public policy, breach of contract, promissory estoppel, defamation, negligence, infliction of emotional distress, any intentional torts, outrageous conduct, interference with contract, fraud, misrepresentation, and invasion of privacy; and

c.any and all claims for any of the following: money damages(including actual, compensatory, liquidated or punitive damages), equitable relief such as reinstatement or injunctive relief, front or back pay, wages, commissions, bonuses, benefits, sick pay, PTO pay, vacation pay, costs, interest, expenses, attorney fees, or any other remedies; and

d.any and all claims arising under any federal or state "whistleblower" law, including without limitation the Sarbanes-Oxley Act of 2002, the Whistleblower Protection Act, and common-law wrongful discharge in violation of public policy.

If you agree, please sign and return to the Company as instructed above.

By signing below, you accept

this Agreement and all of

the terms herein.

TeleTech Services Corporation 

By:______________________________

By:______________________________

Date:  _______________Date:______________________________

Exhibit D

To

Executive Employment Agreement

(Standard Agreement to Protect Confidential Information, Assign Inventions and Prevent Unfair Competition and Unfair Solicitation, which the Executive signed prior to Start Date)