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March 27, 2000
Larry Kessler
1520 Floribunda Avenue
Burlingame, CA 94010
Dear Larry:
We are pleased to extend to you an offer of employment as Executive Vice
President, World Wide Sales and Marketing of TeleTech Holdings Inc. The position
will be located at our corporate office in Denver, Colorado. You will start no
later than April 3, 2000 and will report to Scott Thompson, Chief Executive
Officer and President. Your annual base salary will be $300,000 with a target
annual bonus opportunity of 100% of your base. Your bonus will be based upon
both TeleTech performance and your individual achievement of MBO goals to be set
jointly by yourself and Scott. For 2000 100% of your annual bonus will be
guaranteed.
You will receive vacation as per TeleTech's policy, which is accrued each pay
period to a maximum of four (4) weeks per year. You will be eligible for
TeleTech's executive medical and dental insurance, as well as a term Life
Insurance policy in the amount of $4,000,000 on your start date (subject to
standard physical exam). You will be eligible for a Long-Term Disability policy
that provides 50% of your base salary and annual bonus (calculated at 80%) on
the 91st day of your disability. Eligibility for the 401(k) plan begins during
the enrollment period following six (6) months of service. You will be eligible
to participate in the Employee Stock Purchase Plan during the enrollment period
following three (3) months of service.
In addition TeleTech will pay you the sum of $100,000 as a signing bonus within
30 days of your start date. If you voluntarily leave TeleTech within the first
eighteen months of employment this sum will be repayable to TeleTech on a
pro-rata basis.
TeleTech will reimburse all necessary and reasonable relocation expenses, up to
$150,000. This will include temporary living, residential closing and commission
costs on the sale of your home, closing costs on your new home, as well as
expenses incurred travelling back and forth from Burlingame, CA to Denver, CO.
All taxable relocation reimbursements will be grossed-up. Relocation expenses
need to be approved in advance. If you voluntarily leave TeleTech within the
first eighteen months of employment this sum will be repayable to TeleTech on a
pro-rata basis.
TeleTech requires all employees to acknowledge the terms and conditions of their
employment by signing agreements regarding at-will employment, arbitration,
confidentiality, non-competition, non-disclosure, trade secrets, and invention
protection. These agreements will be provided by TeleTech and must be signed at
or before the start of your employment.
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Larry Kessler
March 27, 2000
Page 2 of 3
You will receive a sign on bonus of 250,000 stock options with an exercise price
equal to $30.8125. These options will vest in equal annual installments over
four (4) years.
You will be eligible to participate in a Management Stock Option Program, which
is designed to grant options at the end of each year. This is a discretionary
plan which awards options based upon personal achievements of business
objectives.
If you cease 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 in TeleTech's 1999 Stock Option and Incentive Plan), (ii) your death, or
(iii) your mental, physical or emotional disability or condition, the Options
shall be exercisable at any time prior to the date three months after the date
of termination of your employment.
Your option agreements will also provide that upon a "Change of Control" any
unvested portion of the options that are scheduled to vest 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. If
your employment is terminated other than "For Cause" (as defined in TeleTech's
1999 Stock Option and Incentive Plan) within 24 months following a Change of
Control, 100% of your options will become immediately exercisable.
If your employment is terminated by TeleTech within the first two years of
employment, other than for "Cause," or your position or salary materially
changes (you shall receive (upon condition of executing and delivering a legal
release in a form satisfactory to TeleTech), a payment of 18 months of your
on-target earnings (base salary plus annual bonus) and the accelerated vesting
of any unvested options that would otherwise have vested at the next vesting
date under your option agreements.
This offer is in effect until 5 PM MST March 30, 2000 and is contingent upon
your successful clearance of TeleTech's reference, background and drug screens.
I'd like to personally welcome you to TeleTech. We look forward to working with
you.
Sincerely,
/s/ David Gilbert
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David Gilbert
Vice President, Corporate Recruiting
DG/gj
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Larry Kessler
March 27, 2000
Page 3 of 3
Please execute two copies of this Agreement, return the original to me and
retain one for your files.
I agree to the terms and conditions of this offer of employment and will begin
working as Executive Vice President, World Wide Sales and Marketing of TeleTech
Holdings Inc. on April 3, 2000 in our Denver office.
Signed: /s/ Larry Kessler
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Date: 03/27/00
This offer is extended dependent upon reference checking, passing a drug test,
presentation of appropriate documentation to meet current Immigration and
Naturalization requirements, and the receipt of a signed
Non-Disclosure/Non-Compete Agreement. UPON YOUR ARRIVAL, A SOCIAL SECURITY CARD
AND ONE OF THE FOLLOWING DOCUMENTS IS REQUIRED: A VALID DRIVER'S LICENSE, ID
CARD, ORIGINAL OR CERTIFIED COPY OF BIRTH CERTIFICATE, CURRENT INS EMPLOYMENT
AUTHORIZATION, VALID U.S. PASSPORT, OR CERTIFICATE OF NATURALIZATION.
