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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

 

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TELETECH HOLDINGS, INC.
9197 S. Peoria Street
Englewood, Colorado 80112

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

        The annual meeting of stockholders of TeleTech Holdings, Inc., a Delaware corporation, will be held at 9197 S. Peoria Street, Englewood, Colorado on Thursday, May 27, 2010, at 10:00 a.m., local time, for the following purposes:

1.

To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified;



2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010;



3.

To approve the TeleTech Holdings, Inc. 2010 Equity Incentive Plan; and



4.

To transact such other business as may properly come before the annual meeting.

        The record date for the annual meeting is Monday, March 29, 2010. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the annual meeting of stockholders.

YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD PROMPTLY.

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TELETECH HOLDINGS, INC.
9197 S. Peoria Street,
Englewood, Colorado 80112

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

To be Held on Thursday, May 27, 2010

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        The board of directors (the "Board") of TeleTech Holdings, Inc., a Delaware corporation, is soliciting proxies to be used at our annual meeting of stockholders (the "Annual Meeting") to be held at 10:00 a.m., local time, on Thursday, May 27, 2010, at our principal offices located at 9197 S. Peoria Street, Englewood, Colorado. This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you are being asked to vote, information about our voting procedures, and information you may find useful in determining how to vote.

        A number of abbreviations are used in this Proxy Statement. The term proxy materials includes this Proxy Statement, the enclosed proxy card, and our 2009 Annual Report on Form 10-K.

        The Board is distributing these proxy materials on or about April 13, 2010.

Notice of Internet Availability of Proxy Materials

        In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we may now furnish proxy materials, including this Proxy Statement and our 2009 Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the notice regarding the Internet availability of proxy materials (the "Notice of Availability"), which was mailed separately to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice of Availability also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice of Availability.

        The Notice of Availability provides you with instructions regarding how to:

•

View our proxy materials for the Annual Meeting on the Internet; and



•

Instruct us to send our future proxy materials to you electronically by email.

        Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

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Matters for Approval at the Annual Meeting

        The items of business scheduled to be voted on at the Annual Meeting are:

•

The election of eight directors (see page 7);



•

The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010 (see page 10); and



•

The approval of the TeleTech Holdings, Inc. 2010 Equity Incentive Plan (see page 10).

        We will also consider other business that properly comes before the Annual Meeting.

Board Recommendations

        Our Board recommends that you vote your shares: (1) "FOR" each of the nominees to the Board; (2) "FOR" the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010; and (3) "FOR" the approval of the TeleTech Holdings, Inc. 2010 Equity Incentive Plan.

        Kenneth D. Tuchman, our Chairman and Chief Executive Officer ("CEO") and the beneficial owner of approximately 51.40% of the issued and outstanding shares of common stock as of the record date (50.10% of the shares entitled to vote, excluding stock options) has indicated that he intends to vote FOR all nominees for election to the Board, FOR ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010 and FOR approval of the TeleTech Holdings, Inc. 2010 Equity Incentive Plan.

Quorum

        In order to conduct business at the Annual Meeting, a quorum of a majority of the outstanding shares of common stock entitled to vote as of the record date must be present in person or represented by proxy. Both abstentions and broker non-votes (described below) are counted for the purpose of determining the presence of a quorum.

Who Can Vote

        Stockholders of record at the close of business on the record date, March 29, 2010, may vote at the Annual Meeting. On the record date, we had 61,482,481 issued and outstanding shares of common stock, which were held by 551 record holders.

How You Can Vote—Voting Procedures

        Each share of common stock has one vote on all matters properly brought before the Annual Meeting. You can vote your shares if you are represented by proxy or present in person at the Annual Meeting. The method in which you vote your shares will depend on whether you are a stockholder of record or a beneficial owner.

        Stockholders of Record.    If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, a stockholder of record. As a stockholder of record, there are four ways to vote:

•

In person. You may vote in person at the Annual Meeting—we will give you a ballot when you arrive;



•

Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and following the instructions provided in the Notice of Availability or the proxy card;

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By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the vote instruction form and by following the voice instructions; or



•

By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

        Beneficial Owners.    If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization, like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice of Availability was forwarded to you by that organization. As the beneficial owner, there are four ways to vote:

•

In person. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares;



•

Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in the Notice of Availability;



•

By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the vote instruction form and by following the voice instructions; or



•

By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided.

        Additional Procedures.    Votes cast by proxy prior to the Annual Meeting will be tabulated by an automatic system administered by Broadridge Financial Solutions, Inc. Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the tabulation of votes and will have no effect. Cumulative voting is not permitted in the election of directors. Consequently, you are entitled to one vote for each share of our common stock held in your name for as many persons as there are directors to be elected, and for whose election you have the right to vote.

        With respect to the other proposals submitted for stockholder approval (other than the election of directors), you may vote for or against the proposal, or you may abstain. Abstentions will have the same effect as a negative vote.

        If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." Generally, brokerage firms have the authority to vote your non-voted shares on certain "routine" matters, but not on other "non-routine" items. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

Revoking Your Proxy or Changing Your Vote

        You may change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by:

•

Granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);



•

Providing a written notice of revocation to our Corporate Secretary at TeleTech Holdings, Inc., 9197 S. Peoria Street, Englewood, Colorado 80112 prior to your shares being voted; or

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Attending the Annual Meeting and voting in person. Your attendance at the meeting alone will not cause your previously granted proxy to be revoked unless you specifically so request before the taking of the vote.

        For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Householding

        For stockholders of record, we have adopted a procedure called "householding," which the SEC has approved. Under this procedure, we are delivering a single copy of the Notice of Availability and, if applicable, this Proxy Statement and the 2009 Annual Report on Form 10-K to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs and the impact of printing and mailing these materials on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Availability and, if applicable, this Proxy Statement and the 2009 Annual Report on Form 10-K to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice of Availability and, if applicable, this Proxy Statement or the 2009 Annual Report on Form 10-K, stockholders may contact us at TeleTech Holdings, Inc., 9197 S. Peoria Street, Englewood, Colorado 80112, Attention: Investor Relations, or by calling 303-397-8100.

        Stockholders who hold shares in "street name" (as described above) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Costs of Proxy Solicitation

        We will bear the costs of soliciting proxies from our stockholders. Some of our directors, officers and other employees, not specially employed for this purpose, may solicit proxies, without additional remuneration therefore, by personal interview, mail, telephone or other means of communication. We will request brokers and other fiduciaries to forward proxy soliciting material to the beneficial owners of shares of common stock that are held of record by such brokers and fiduciaries and will reimburse such persons for their reasonable out-of-pocket expenses.

Admission to the Annual Meeting

        If you plan to attend the Annual Meeting, please mark the appropriate box on the proxy card and return the proxy card promptly. If you are a stockholder of record and arrive at the Annual Meeting without an admission ticket, you will only be admitted once we verify your share ownership at the stockholders' admission counter. If you are a beneficial owner, you will only be admitted upon presentation of evidence of your beneficial holdings, such as a bank or brokerage firm account statement.

Stockholder List

        A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the meeting, at the Annual Meeting and at our principal office located at 9197 S. Peoria Street, Englewood, Colorado 80112 during normal business hours for a period of at least 10 days prior to the Annual Meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

        The table below sets forth information, as of March 29, 2010, concerning the beneficial ownership of the following persons and entities:

•

Each person or entity whom we know beneficially owns more than five percent of our common stock;



•

Each of our directors and nominees for the Board;



•

Each of our named executive officers; and



•

All of our directors and executive officers as a group.

        We have determined beneficial ownership in accordance with SEC rules. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

        Applicable percentage ownership is based on 61,482,481 shares of common stock outstanding at March 29, 2010. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity in accordance with SEC rules, we deemed outstanding shares of common stock: (1) subject to stock options held by that person that are currently exercisable or exercisable within 60 days of March 29, 2010, and (2) issuable upon the vesting of Restricted Stock Units ("RSUs") within 60 days of March 29, 2010. Also in accordance with SEC rules, we did not deem outstanding these two categories of shares of common stock for the purpose of computing the percentage ownership of any other person or entity.

        The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted. Unless otherwise indicated, the address of each beneficial owner listed in the table is c/o TeleTech Holdings, Inc., 9197 Peoria Street, Englewood, Colorado 80112.

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*

Less than 1%.

(1)

Includes 30,791,672 shares subject to sole voting and investment power, 10,000 shares with shared voting and investment power and 1,640,000 options exercisable within 60 days after March 29, 2010. The shares with sole voting and investment power consist of: (i) 5,824,866 shares held by Mr. Tuchman; (ii) 14,766,806 shares held by a limited liability partnership controlled by Mr. Tuchman; (iii) 10,000,000 shares held by a revocable trust controlled by Mr. Tuchman; and (iv) 200,000 shares held by another limited liability partnership controlled by Mr. Tuchman. The shares with shared voting and investment power consist of 10,000 shares owned by Mr. Tuchman's spouse. Excluding Mr. Tuchman's 1,640,000 vested stock options, Mr. Tuchman is the beneficial owner of approximately 50.10% of the shares of common stock entitled to vote at the meeting.

(2)

As reported on Schedule 13G filed with the Securities and Exchange Commission in February 2010.

(3)

Includes 687,000 options exercisable within 60 days after March 29, 2010.

(4)

Includes 50,100 shares beneficially owned through a family trust, 50,000 options exercisable within 60 days after March 29, 2010, and 7,115 RSUs scheduled to vest within 60 days after March 29, 2010.

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(5)

Includes 115,000 options exercisable within 60 days after March 29, 2010, and 7,115 RSUs scheduled to vest within 60 days after March 29, 2010.

(6)

Includes 30,000 options exercisable within 60 days after March 29, 2010, and 7,115 RSUs scheduled to vest within 60 days after March 29, 2010.

(7)

Includes 5,724 RSUs scheduled to vest within 60 days after March 29, 2010.

(8)

Includes 35,000 options exercisable within 60 days after March 29, 2010, and 7,115 RSUs scheduled to vest within 60 days after March 29, 2010.

(9)

Includes 60,000 options exercisable within 60 days after March 29, 2010, and 7,115 RSUs scheduled to vest within 60 days after March 29, 2010.

(10)

Includes 25,500 options exercisable within 60 days after March 29, 2010.

(11)

Includes 8,200 options exercisable within 60 days after March 29, 2010 and 1,000 RSUs scheduled to vest within 60 days after March 29, 2010.

PROPOSAL 1:
ELECTION OF DIRECTORS

        At the Annual Meeting, eight persons will be elected to our Board to hold office until the next annual meeting and until their respective successors are duly elected and qualified. The Board, upon recommendation of the Nominating and Governance Committee, has nominated each of the persons named below to serve as a director for a term of one year and it is the intention of the persons named as proxies in the enclosed proxy card to vote FOR the election of all such nominees.

Kenneth D. Tuchman
James E. Barlett
William A. Linnenbringer
Ruth C. Lipper
Shrikant Mehta
Anjan Mukherjee
Robert M. Tarola
Shirley Young

        Each of the nominees is currently serving as a director and has consented to being named in this Proxy Statement as a nominee and to continue to serve as a director if elected. Information concerning the eight nominees proposed for election to the Board is set forth below. Each nominee provides a depth of knowledge, experience and diversity of perspective to facilitate meaningful participation and, through service on the Board, satisfy our needs and the needs of our stockholders.

        If any of the nominees named below becomes unable or unwilling to serve as a director, shares represented by valid proxies will be voted FOR the election of such other person as the Board may nominate, or the number of directors that constitutes the full Board may be reduced to eliminate the vacancy.

Information Concerning the Nominees for Election as Directors

        Kenneth D. Tuchman, 50, founded our predecessor company in 1982 and has served as the Chairman of the Board since our formation in 1994. Mr. Tuchman's one-year term as a director will expire at the next annual meeting of stockholders. Mr. Tuchman served as our President and CEO from our inception until October 1999. In March 2001, Mr. Tuchman resumed the position of CEO. As our founder and a pioneer in the business process outsourcing industry, Mr. Tuchman possesses skills and experience that make him an essential member of our Board.

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        James E. Barlett, 66, was elected to our Board in February 2000 and has served as Vice Chairman of the Board since October 2001. Mr. Barlett's one-year term as a director will expire at the next annual meeting of stockholders. Before joining us as Vice Chairman, Mr. Barlett served as the President and Chief Executive Officer of Galileo International, Inc. (now part of Travelport Limited), a provider of electronic global distribution services for the travel industry, from 1994 to 2001, and in addition was elected to be Chairman of Galileo in 1997, a position in which he served until leaving in 2001. Prior to joining Galileo, Mr. Barlett served as Executive Vice President of Worldwide Operations and Systems for MasterCard International Corporation, a New York Stock Exchange listed global provider of transaction processing and consulting services, where he was also a member of the MasterCard International Operations Committee. Other positions previously held by Mr. Barlett were Executive Vice President of Operations for NBD Bancorp (now part of Bank One Corporation), a New York Stock Exchange listed financial services company, and Vice Chairman of Cirrus, Inc. (part of MasterCard and an early developer of global ATM services). Mr. Barlett was also a partner with Touche Ross & Co., currently known as Deloitte & Touche LLP, a registered public accounting firm. Mr. Barlett currently serves on the Board of Directors of Celanese Corporation, a New York Stock exchange listed producer of specialty and intermediate chemical products, and served on the Board of Directors of Korn Ferry International, a New York Stock Exchange listed provider of executive search and placement services, from 1999 until 2009. We believe that Mr. Barlett's extensive and varied business career, including his domestic and international experience, his leadership roles in publicly held companies and his service as Chairman and CEO of an international travel process solutions company bring the necessary and desired skills and leadership for his valuable service to our Board.

        William A. Linnenbringer, 61, was elected to our Board in February 2003 and serves as Chair of the Audit Committee. Mr. Linnenbringer's one-year term as a director will expire at the next annual meeting of stockholders. In his 32-year career with PricewaterhouseCoopers LLP, a registered public accounting firm, Mr. Linnenbringer held numerous leadership positions, including Managing Partner for the U.S. banking and financial services industry practice, Chairman of the global financial services industry practice, and member of the firm's policy board and world council of partners. Mr. Linnenbringer retired as a partner of PricewaterhouseCoopers LLP in 2002. As set forth in the March 5, 2010 Proxy for SunTrust Banks, Inc., Mr. Linnenbringer was nominated for election to the Board of Directors for SunTrust Banks, Inc., a New York Stock Exchange listed financial services company. We believe that Mr. Linnenbringer's extensive financial, accounting and business experience, including his service as Chairman of the global financial services industry practice at PricewaterhouseCoopers LLP, provide the necessary and desired skills to serve on our Board and to serve as the Chair of the Audit Committee.

        Ruth C. Lipper, 58, was elected to our Board in May 2002 and serves as Chair of the Nominating and Governance Committee. Ms. Lipper's one-year term as a director will expire at the next annual meeting of stockholders. Ms. Lipper has spent more than 25 years working in various financial and philanthropic leadership roles. Ms. Lipper is currently a volunteer chairperson for the Lipper Family Foundation, a position she has held since 1998. From 1987 to 2000, Ms. Lipper was Executive Vice President and Treasurer for Lipper Analytical Services, Inc. Founded in 1973, Lipper Analytical Services was analyzing nearly 40,000 mutual funds through offices in the U.S., London, and Hong Kong at the time of its sale to Reuters Group PLC in 1998. We believe that Ms. Lipper's extensive experience and knowledge of the financial services industry and her leadership role in various philanthropic activities provide the necessary and desired skills, experience and perspective to serve on our Board and to serve as the Chair of the Nominating and Governance Committee.

        Shrikant Mehta, 66, was elected to our Board in June 2004 and serves as the Chair of the Compensation Committee. Mr. Mehta's one-year term as a director will expire at the next annual meeting of stockholders. Mr. Mehta has been the President and Chief Executive Officer of Combine International, Inc., a wholesale manufacturer of fine jewelry, since 1974. He also serves on the Board of

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Directors of Distinctive Devices, Inc., a manufacturer of cable set-top boxes and related software for the European and Indian cable market and a provider of IT services and real-time learning services, Caprius, Inc., a manufacturer of proprietary equipment for on-site medical waste processing, and various private corporations. We believe that Mr. Mehta's extensive domestic and international business experience, including his leadership role as chief executive officer of an international minority owned and operated business, provide the necessary and desired skills, experience and perspective to serve on our Board and to serve as the Chair of the Compensation Committee.

        Anjan Mukherjee, 36, was elected to our Board in September 2009. Mr. Mukherjee's one-year term as a director will expire at the next annual meeting of stockholders. Mr. Mukherjee is a Managing Director of the Blackstone Group, one of the world's leading alternative asset management firms, where he has been since 2001. Prior to joining Blackstone, Mr. Mukherjee was with the Thomas H. Lee Company, a private equity investment firm, where he was involved with the analysis and execution of private equity investments in a wide range of industries. Before that, Mr. Mukherjee worked in the mergers and acquisitions group at Morgan Stanley, a New York Stock Exchange listed financial services company. We believe that Mr. Mukherjee's extensive investment and transactional experience, his broad business experience and in-depth knowledge and experience in financial matters provide the necessary and desired skills, experience and perspective to serve on our Board.

        Robert M. Tarola, 60, was elected to our Board in August 2008. Mr. Tarola's one-year term as a director will expire at the next annual meeting of stockholders. Mr. Tarola has been the President of Right Advisory LLC, a financial and business consulting company, since 2008. From 1999 to 2008, Mr. Tarola served as Senior Vice President and Chief Financial Officer of W. R. Grace & Co., a New York Stock Exchange listed specialty chemical company. Prior to joining W. R. Grace, Mr. Tarola served as Senior Vice President and Chief Financial Officer of MedStar Health, Inc., a not-for-profit regional healthcare system, and as a Partner with Price Waterhouse LLP (now PricewaterhouseCoopers LLP), a registered public accounting firm, where Mr. Tarola was a regional managing partner for the media and communications practice group. We believe that Mr. Tarola's extensive business, financial and accounting experience, including his service as chief financial officer of a publicly-held company with extensive domestic and international business provide the necessary and desired skills, experience and perspective to serve on our Board.

        Shirley Young, 74, was elected to our Board in August 2002. Ms. Young's one-year term as a director will expire at the next annual meeting of stockholders. Ms. Young has been President of Shirley Young Associates, LLC, a business advisory company, since 2000, and serves as Senior Adviser to General Motors—Asia Pacific, a New York Stock Exchange listed automobile manufacturer. She is a member of the Board of Governors of The Nature Conservancy, a charitable conservation organization, and Governor and Founding Chair of the Committee of 100, a national Chinese-American leadership organization, and Chair of its Cultural Associate, U.S.-China Cultural Institute. Previously, Ms. Young served as Corporate Vice President of General Motors responsible for China strategic development and as Executive Vice President of Grey Advertising, a global marketing company, and as President of Grey Strategic Marketing. She also served on the Board of Directors for Verizon, a New York Stock Exchange listed communications company, Bank of America, a New York Stock Exchange listed financial services company, Harrah's, a private gaming corporation, Dayton Hudson/Target, a New York Stock Exchange listed retailing company, and currently serves on the Board of Directors of SalesForce.com, a New York Stock Exchange listed enterprise cloud computing company. Ms. Young's extensive and broad international business experience and her leadership roles on many philanthropic organizations, as well as her extensive experience as a director of publicly held companies provide the necessary and desired skills, experience and perspective to serve on our Board.

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Required Vote

        The eight nominees receiving the highest number of affirmative votes of the outstanding shares of common stock present or represented by proxy and voting at the Annual Meeting, will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Recommendation of the Board

        The Board recommends that you vote "FOR" all of the nominees for election to the Board.

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        In accordance with its charter, the Audit Committee of the Board has selected the accounting firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to serve as our independent registered public accounting firm for the year 2010 and recommends to the stockholders that they ratify that appointment. If the appointment is not ratified by our stockholders, the Audit Committee may consider whether it should appoint another independent registered public accounting firm. Representatives of PricewaterhouseCoopers LLP are expected to attend the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Required Vote

        Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2010 requires the affirmative vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies received will be voted "FOR" ratification of the appointment of PricewaterhouseCoopers LLP.

Recommendation of the Board and the Audit Committee

        The Board and the Audit Committee recommend that you vote "FOR" Proposal 2.

PROPOSAL 3
APPROVAL OF TELETECH HOLDINGS, INC. 2010 EQUITY INCENTIVE PLAN

        We are asking you to approve the TeleTech Holdings, Inc. 2010 Equity Incentive Plan (the "2010 Plan"). Our Board has adopted, subject to stockholder approval, the 2010 Plan for members of our Board, as well as our and our subsidiaries' and affiliates' employees and consultants. The Board, upon the recommendation of the Compensation Committee, approved the 2010 Plan on March 30, 2010, subject to approval by our stockholders. The 2010 Plan will become effective if the 2010 Plan is approved by the affirmative vote of a majority of the votes cast with respect to the proposal by the shares present in person or represented by proxy and entitled to vote thereon at the Annual Meeting. A "majority of votes cast" means that the number of votes "FOR" the approval of the 2010 Plan must exceed the number of votes "AGAINST" the approval of the 2010 Plan.

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        Upon approval by our stockholders of the 2010 Plan, the Board will terminate the TeleTech Holdings, Inc. Amended and Restated 1999 Stock Option and Incentive Plan, the TeleTech Holdings, Inc. 1995 Stock Option Plan and the TeleTech Holdings, Inc. Directors Stock Option Plan (together, "Current Equity Incentive Plans") with respect to any awards under such plans which have not yet been granted. The Current Equity Incentive Plans, however, will govern outstanding awards issued under such plans. As of March 29, 2010, 2,298,213 shares of common stock remained available for issuance under the Current Equity Incentive Plans and awards covering an aggregate of 6,214,541 shares of common stock were outstanding.

        The 2010 Plan is intended to replace the Current Equity Incentive Plans and increase the number of shares available for issuance from 2,298,213 under the Current Equity Incentive Plans to 4,000,000 under the 2010 Plan. The Compensation Committee and the Board currently estimate that at current grant levels and our stock price, the 4,000,000 shares proposed for issuance under the 2010 Plan would enable the Compensation Committee to make awards under the 2010 Plan for at least the next three years.

        The principal features of the 2010 Plan are summarized below for the convenience and information of our stockholders. This description is qualified in its entirety by reference to the 2010 Plan, which is attached to this Proxy Statement as Appendix A.

Introduction

Stockholder Approval Requirement

        Stockholder approval of the 2010 Plan is necessary in order for us to (1) meet the stockholder approval requirements of NASDAQ, (2) take tax deductions for certain compensation resulting from awards granted thereunder qualifying as performance-based compensation under section 162(m) of the Internal Revenue Code, as amended (the "Code"), and (3) grant incentive stock options ("ISOs") thereunder. Approval of the 2010 Plan requires the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy and entitled to vote. In the event stockholder approval of the 2010 Plan is not obtained, awards will continue to be made under the terms of the Current Equity Incentive Plans as currently in effect.

Highlights of the 2010 Plan

        The 2010 Plan authorizes the Compensation Committee (or, if the Board determines, another committee of the Board) to provide equity-based compensation in the form of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSU"s), dividend equivalents, deferred stock, stock payments and performance-based awards structured by the Compensation Committee within parameters set forth in the 2010 Plan, for the purpose of providing our directors, officers, employees and consultants equity compensation, incentives and rewards for superior performance or to assure retention of our valued employees and officers. Some of the key features of the 2010 Plan that reflect our commitment to effective management of incentive compensation are as follows:

•

Limitations on Grants.  Subject to adjustment for equity restructurings and certain other corporate transactions as described below, the issuance of rights and certain other events described in the 2010 Plan, in addition to the share limitations described below under "Limitation on Awards and Shares Available," the number of shares that may be issued by us upon the exercise of awards under the 2010 Plan may not exceed 4,000,000 in the aggregate.



•

No Repricing or Replacement of Options or SARs.  The 2010 Plan prohibits, without stockholder approval: (1) the amendment of options or SARs to reduce the exercise price; and (2) the

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replacement of an option or SAR with cash or any other award when the price per share of the option or SAR exceeds the fair market value of the underlying shares.

•

No In-the-Money Option or SAR Grants.  The 2010 Plan prohibits the grant of options or SARs with an exercise or base price less than the fair market value of our common stock, generally the closing price of our common stock, on the date of grant.



•

Section 162(m) Qualification.  The 2010 Plan is designed to allow awards made under the 2010 Plan, including incentive bonuses, to qualify as performance-based compensation under section 162(m) of the Code.



•

Independent Administration.  The Compensation Committee, which consists of only independent directors, will administer the 2010 Plan if it is approved by stockholders.

Administration

        The 2010 Plan will be administered by the Compensation Committee. The Compensation Committee may delegate to a committee of one or more of its members or one or more of our officers, the authority to grant or amend awards to participants other than our senior executives who are subject to Section 16 of the Exchange Act or employees who are "covered employees" within the meaning of section 162(m) of the Code, and the regulations thereunder. Unless otherwise determined by the Board, the Compensation Committee shall consist solely of two or more non-employee directors appointed by and holding office at the pleasure of the Board, each of whom is an "outside director" within the meaning of section 162(m) of the Code and is an "independent director" under the rules of the NASDAQ.

        The Compensation Committee will have the authority to administer the 2010 Plan, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction, as well as the authority to delegate such administrative responsibilities.

Eligibility

        Persons eligible to participate in the 2010 Plan include both our employees and our affiliates' and subsidiaries' employees and consultants, as determined by the Compensation Committee, and all non-employee members of the Board, currently consisting of six members.

Shares Available and Limitation on Awards

        Upon approval of the 2010 Plan by stockholders, an aggregate of 4,000,000 shares of our common stock will be available for grant pursuant to the 2010 Plan, the Current Equity Incentive Plans shall be terminated with respect to awards that have not been granted and the remaining 2,298,213 shares reserved for issuance will be cancelled. Any awards issued and remaining outstanding under the Current Equity Incentive Plans shall continue until exercise, conversion or termination in accordance with their respective terms.

        To the extent that an award terminates, expires, lapses, is forfeited or becomes unexercisable without having been exercised in full, for any reason, or an award is settled in cash without the delivery of shares to the holder, then any shares subject to the award will again be available for the grant of an award pursuant to the 2010 Plan. However, shares that have actually been issued under the 2010 Plan will not be returned to the 2010 Plan and will not be available for future distribution under the 2010 Plan.

        Awards granted under the 2010 Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by an entity in connection with a corporate transaction, such as a

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merger, combination, consolidation or acquisition of property or stock (but not awards made in connection with the cancellation and repricing of an option or stock appreciation right) ("Substitute Awards") will not reduce the shares authorized for grant under the 2010 Plan. Additionally, if a company acquired by us or any of our subsidiaries or affiliates or with which we or any of our subsidiaries or affiliates combined has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan may be used for awards under the 2010 Plan and will not reduce the shares authorized for grant under the 2010 Plan, absent the acquisition or combination, and will only be made to individuals who were not employed by or providing services to us or any of our subsidiaries or affiliates immediately prior to such acquisition or combination.

        The maximum number of shares of our common stock that may be subject to one or more awards granted to any one participant pursuant to the 2010 Plan during any calendar year is 1,000,000 and the maximum amount that may be paid in cash to any one participant during any calendar year with respect to any performance-based award is $5,000,000.

Awards

        The 2010 Plan provides for awards to be made in the form of: (1) incentive stock options, or "ISOs"; (2) nonqualified stock options; (3) restricted stock; (4) RSUs; (5) SARs; (6) dividend equivalents; (7) stock payments; (8) deferred stock units; and (9) performance-based awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2010 Plan. See "Summary Compensation" table and "Grants of Plan-Based Awards" table provided elsewhere in this Proxy Statement for information on awards granted under any of the Current Equity Incentive Plans to our named executive officers identified in those tables.

        Stock options, including ISOs, as defined under section 422 of the Code, and nonqualified stock options may be granted pursuant to the 2010 Plan. The option exercise price for all stock options granted pursuant to the 2010 Plan will not be less than 100% of the fair market value of our common stock on the date of grant, which is the date on which the Compensation Committee makes the final determination granting such option and all conditions and requirements for the issuance of such option grant are satisfied. Stock options may be exercised as determined by the Compensation Committee, but in no event may a stock option have a term extending beyond the tenth anniversary of the date of grant. ISOs granted to any person who beneficially owns, as of the date of grant, stock constituting more than ten percent of the total combined voting power of all classes of our stock, however, shall have an exercise price that is not less than 110% of the fair market value of our common stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. The aggregate fair market value of the shares with respect to which options intended to be ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Code may provide from time to time.

        Restricted stock may be granted pursuant to the 2010 Plan. A restricted stock award is the grant of shares of our common stock at a price determined by the Compensation Committee that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing service to us or any of our subsidiaries or affiliates or achieving performance goals. The restrictions will lapse in accordance with a schedule or other conditions determined by the Compensation Committee. Restricted stock may not be sold or encumbered until all restrictions are terminated or expire.

        The other types of equity awards that may be granted under the 2010 Plan include dividend equivalents, stock payments, deferred stock units, RSUs, SARs and performance awards.

        Dividend equivalents may be granted pursuant to the 2010 Plan, except that no dividend equivalents may be payable with respect to options or SARs pursuant to the 2010 Plan. A dividend equivalent is

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the right to receive the equivalent value of dividends paid on shares. Dividend equivalents that are granted by the Compensation Committee are credited as of dividend payment dates during the period between the date an award is granted and the date such award vests, restrictions lapse, or is distributed as determined by the Compensation Committee. Such dividend equivalents may be converted to cash or additional shares of our common stock by such formula, at such time and subject to such limitations as may be determined by the Compensation Committee.

        Stock payments may be granted pursuant to the 2010 Plan. A stock payment is a payment in the form of shares of our common stock or an option or other right to purchase shares, as part of a bonus, deferred compensation or other arrangement. The number or value of shares of any stock payment will be determined by the Compensation Committee and may be based on achieving one or more of the performance criteria listed below, or other specific criteria determined by the Compensation Committee. Stock payments may, but are not required to, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards.

        Deferred stock units may be granted pursuant to the 2010 Plan. A deferred stock unit is a right to receive shares of our common stock. The number of shares of deferred stock units will be determined by the Compensation Committee and may be based on achieving one or more of the performance criteria listed below, or other specific criteria determined by the Compensation Committee. Deferred stock may constitute or provide for a deferral of compensation, subject to section 409A of the Code and there may be certain tax consequences if the requirements of section 409A of the Code are not met.

        RSUs may be granted pursuant to the 2010 Plan. A RSU award provides for the issuance of our common stock at a future date upon the satisfaction of specific conditions set forth in the applicable award agreement, which may include conditions based on achieving performance goals or other specific criteria, including service to us or any of our subsidiaries or affiliates. RSUs may be paid in cash, shares, or both, as determined by the Compensation Committee. RSUs may constitute or provide for a deferral of compensation, subject to section 409A of the Code and there may be certain tax consequences if the requirements of section 409A of the Code are not met.

        SARs may be granted pursuant to the 2010 Plan. A SAR entitles its holder, upon exercise of all or a portion of the SAR, to receive from us an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the SAR from the fair market value on the date of exercise of the SAR by the number of shares with respect to which the SAR has been exercised, subject to any limitations imposed by the Compensation Committee. The exercise price per share subject to a SAR will be set by the Compensation Committee, but may not be less than 100% of the fair market value on the date the SAR is granted. Payment of the SAR may be in cash, shares, or a combination of both, as determined by the Compensation Committee.

        Performance awards may be granted in the form of stock bonus awards, cash bonus awards or incentive awards that are paid in shares, cash or a combination of both. The value of performance awards may be linked to any one or more of the performance criteria listed below, or other specific criteria determined by the Compensation Committee, in each case on a specified date or dates or over any period or periods determined by the Compensation Committee. The goals are established and evaluated by the Compensation Committee and may relate to performance over any periods as determined by the Compensation Committee. The Compensation Committee will determine whether performance awards are intended to be performance-based compensation within the meaning of section 162(m) of the Code. Following is a brief discussion of the requirements for awards to be treated as performance-based compensation within the meaning of section 162(m) of the Code.

        The Compensation Committee may grant awards to employees who are or may be "covered employees," as defined in section 162(m) of the Code, that are intended to be performance-based compensation within the meaning of section 162(m) of the Code in order to preserve the deductibility

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of these awards for federal income tax purposes. Under the 2010 Plan, these performance-based awards may be either equity awards or performance bonus awards. Participants are only entitled to receive payment for a section 162(m) performance-based award for any given performance period to the extent that pre-established performance goals set by the Compensation Committee for the period are satisfied. These pre-established performance goals must be based on one or more of the following performance criteria:

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net earnings (either before or after interest, taxes, depreciation and amortization);



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gross or net sales or revenue;



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net income (either before or after taxes);



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adjusted net income;



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operating earnings or profit;



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cash flow (including, but not limited to, operating cash flow and free cash flow);



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return on assets;



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return on capital;



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return on invested capital;



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return on stockholders' equity;



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total stockholder return;



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return on sales;



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gross or net profit or operating margin;



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costs or expenses;



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funds from operations;



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working capital;



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earnings per share;



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adjusted earnings per share;



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price per share of our common stock;



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regulatory body approval for commercialization of a product or service;



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implementation or completion of critical projects;



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market share; and



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economic value.

        Any of the foregoing performance goals may be measured with respect to us, or any of our subsidiaries, affiliates or other business units, either in absolute terms, terms of growth or as compared to any incremental increase, as compared to results of a peer group. The Compensation Committee will define in an objective fashion the manner of calculating the performance criteria it selects to use for such awards. With regard to a particular performance period, the Compensation Committee will have the discretion to select the length of the performance period, the type of performance-based awards to be granted, and the goals that will be used to measure the performance for the period. Generally, a participant must be employed by, serve on our Board or provide services to us or any of our subsidiaries or affiliates on the date the performance-based award is paid to be eligible for a performance-based award for any period.

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        The Compensation Committee may, in its sole discretion, provide that one or more objectively determinable adjustments will be made to one or more of the performance goals. Such adjustments may include one or more of the following:

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items related to a change in accounting principle;



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items relating to financing activities;



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expenses for restructuring or productivity initiatives;



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other non-operating items;



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items related to acquisitions;



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items attributable to the business operations of any entity acquired by us during the performance period;



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items related to the disposal of a business or segment of a business;



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items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards;



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items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the performance period;



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other items of significant income or expense which are determined to be appropriate adjustments;



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items relating to unusual or extraordinary corporate transactions, events or developments;



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items related to amortization of acquired intangible assets;



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items that are outside the scope of our core, on-going business activities;



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items related to acquired in-process research and development;



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items relating to changes in tax laws;



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items relating to major licensing or partnership arrangements;



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items relating to asset impairment charges;



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items relating to gains or losses for litigation, arbitration and contractual settlements; or



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items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.

        For all awards intended to qualify as performance-based compensation, such determinations will be made by the Compensation Committee within the time prescribed by, and otherwise in compliance with, section 162(m) of the Code.

        Payment Methods.    The Compensation Committee will determine the form and methods of payment for exercising a stock option, provided that the acceptable form and method of payment for exercising an ISO will be determined at the time of the grant.

        Vesting and Exercise of an Award.    The applicable award agreement governing an award will contain the period during which the right to exercise the award in whole or in part vests, including the events or conditions upon which the vesting of an award will occur or may accelerate. No portion of an award which is not vested at the holder's termination of service with us will subsequently become vested, except as may be otherwise provided by the Compensation Committee in the agreement relating to the award or by action following the grant of the award.

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        Generally, an option or SAR may only be exercised while such person remains an employee, consultant or non-employee director of us or one of our subsidiaries or affiliates or for a specified period of time (up to the remainder of the award term) following the holder's termination of service with us or one of our subsidiaries or affiliates. Upon the grant of an award or following the grant of an award, the Compensation Committee may provide that the period during which the award will vest or become exercisable will accelerate, in whole or in part, upon the occurrence of one or more specified events, including a change in control or a holder's termination of employment or service with us or otherwise.

        Transferability.    No award under the 2010 Plan may be transferred other than by will or the laws of descent and distribution or, subject to the consent of the Compensation Committee, pursuant to a domestic relations order, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed. During the lifetime of the holder of an award granted under the 2010 Plan, only such holder may exercise such award unless it has been disposed of pursuant to a domestic relations order. After the holder's death, any exercisable portion of an award may be exercised by his personal representative or any person empowered to do so under such holder's will or the then applicable laws of descent and distribution until such portion becomes unexercisable under the 2010 Plan or the applicable award agreement. Notwithstanding the foregoing, the Compensation Committee may permit an award holder to transfer an award other than an ISO to any "family member" of the holder, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, subject to certain terms and conditions. Further, an award holder may, in a manner determined by the Compensation Committee, designate a beneficiary to exercise the holder's right and to receive any distribution with respect to any award upon the holder's death, subject to certain terms and conditions.

Adjustment Provisions

        Certain transactions with our stockholders not involving our receipt of consideration, such as a stock split, spin-off, stock dividend or certain recapitalizations may affect the share price of our common stock (which transactions are referred to collectively as "equity restructurings"). If an equity restructuring occurs, our Board or Compensation Committee will equitably adjust the class of shares issuable and the maximum number and kind of shares of our common stock subject to the 2010 Plan, and will equitably adjust outstanding awards as to the class, number of shares and price per share of our common stock. Other types of transactions may also affect our common stock, such as a dividend or other distribution, reorganization, merger, or other changes in corporate structure. If there is such a transaction, which is not an equity restructuring, and our Board or Compensation Committee determines that an adjustment to the 2010 Plan and any outstanding awards would be appropriate to prevent any dilution or enlargement of benefits under the 2010 Plan, our Board or Compensation Committee will equitably adjust the 2010 Plan as to the class of shares issuable and the maximum number of shares of our common stock subject to the 2010 Plan, as well as the maximum number of shares that may be issued to an employee during any calendar year, and will adjust any outstanding awards as to the class, number of shares, and price per share of our common stock in such manner as it may deem equitable.

Amendment and Termination

        The Board or the Compensation Committee may terminate, amend, or modify the 2010 Plan at any time; however, except to the extent permitted by the 2010 Plan in connection with certain changes in capital structure, stockholder approval will be obtained for any amendment to: (1) increase the number of shares available under the 2010 Plan; (2) reduce the per share exercise price of the shares subject to any option or SAR below the per share exercise price as of the date the option or SAR was

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granted; and (3) cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares.

        In no event may an award be granted pursuant to the 2010 Plan on or after the tenth anniversary of the date the stockholders approve the 2010 Plan.

Material U.S. Federal Income Tax Consequences

        The following is a general summary under current law of the material federal income tax consequences to an employee, consultant or non-employee director granted an award under the 2010 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summarized tax information is not tax advice and does not discuss all aspects of federal income taxation that may be relevant. The general rules discussed below may vary, depending upon the personal circumstances of each individual holder. Accordingly, participants should consult a tax advisor to determine the income tax consequences of any particular transaction or award.

        With respect to nonqualified stock options, we are generally entitled to deduct, and the optionee recognizes taxable income in, an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. A participant exercising ISOs may not recognize taxable income upon exercise. While the exercise of the fair market value of our common stock received over the exercise price is an item of tax preference income, it is potentially subject to the alternative minimum tax. If a participant exercising ISOs meets the applicable holding period requirements, the holder of an ISO will not recognize taxable income at the time of exercise of an ISO or upon disposition of the shares and we would not be entitled to any deduction. In order to meet the holding requirement, the stock acquired upon exercise of an ISO must be held for a minimum of two years from the date of grant and one year from the date of exercise, in which case the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for incentive stock options and the tax consequences described for nonqualified stock options will apply.

        The current federal income tax consequences of other awards authorized under the 2010 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as nonqualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); RSUs, stock-based performance awards, dividend equivalents and other types of awards are generally subject to tax at the time of payment. Compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant recognizes income, subject to section 162(m) of the Code with respect to covered employees.

        Section 162(m) of the Code.    Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to certain "covered employees" in a taxable year to the extent that compensation to such covered employee exceeds $1 million. It is possible that compensation attributable to awards under the 2010 Plan, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year.

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        Certain kinds of compensation, including qualified "performance-based compensation," are disregarded for purposes of the deduction limitation. In accordance with Treasury Regulations issued under section 162(m), compensation attributable to stock awards will generally qualify as performance-based compensation if: (1) the award is granted by a compensation committee composed solely of two or more "outside directors"; (2) the plan contains a per-employee limitation on the number of awards which may be granted during a specified period; (3) the plan is approved by the stockholders; and (4) under the terms of the award, the amount of compensation an employee could receive is based solely on an increase in the value of the stock after the date of the grant (which requires that the exercise price of the option is not less than the fair market value of the stock on the date of grant), and for awards other than options, established performance criteria that must be met before the award actually will vest or be paid.

        The 2010 Plan is designed to meet the requirements of section 162(m); however, full value awards granted under the 2010 Plan will only be treated as qualified performance-based compensation under section 162(m) if the full value awards and the procedures associated with them comply with all other requirements of section 162(m). There can be no assurance that compensation attributable to awards granted under the 2010 Plan will be treated as qualified performance-based compensation under section 162(m) and thus be deductible to us.

        Section 409A of the Code.    Certain awards under the 2010 Plan may be considered "nonqualified deferred compensation" subject to section 409A of the Code, which imposes additional requirements on the payment of deferred compensation. Generally, if at any time during a taxable year a nonqualified deferred compensation plan fails to meet the requirements of section 409A, or is not operated in accordance with those requirements, all amounts deferred under the nonqualified deferred compensation plan for the current taxable year and all preceding taxable years, by or for any participant with respect to whom the failure relates, are includible in the gross income of the participant for the taxable year to the extent not subject to a substantial risk of forfeiture and not previously included in gross income. If a deferred amount is required to be included in income under section 409A, the amount will be subject to income tax at regular income tax rates plus an additional 20 percent tax, as well as potential premium interest tax.

New Plan Benefits

        As of the date of this Proxy Statement, no awards have been granted under the 2010 Plan. Awards are subject to the discretion of the Compensation Committee. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the 2010 Plan or the benefits that would have been received by such participants if the 2010 Plan had been in effect in the year ended December 31, 2009.

Required Vote

        Approval of the 2010 Plan requires the affirmative vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies received will be voted "FOR" approval of the TeleTech Holdings, Inc. 2010 Equity Incentive Plan.

Recommendation

        The Board and the Compensation Committee recommend that you vote "FOR" Proposal 3. We believe strongly that the approval of the 2010 Plan is essential to our continued success. Our employees are one of our most valuable assets. Equity awards, including RSUs, stock options and other equity instruments, are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve our goals.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTOR MATTERS

Board Leadership Structure

        Our Board is led by a Chairman. Currently, Mr. Tuchman, our CEO, is also Chairman of the Board. With the exception of Mr. Barlett, who serves in the role of Vice Chairman, all of our other directors are independent. The Board has determined that having Mr. Tuchman serve as Chairman and CEO is in our best interests because of Mr. Tuchman's unique insight into the business process outsourcing industry as our founder; and because having Mr. Tuchman serve in both roles best aligns our strategic direction with the current and future trends of the business process outsourcing industry and allows for the efficient implementation of that strategy. The Board is aware of the potential conflicts that may arise in having Mr. Tuchman, our CEO and our largest stockholder, serve as Chairman, but believes that there are adequate safeguards in place to mitigate against such risks. These safeguards include executive meetings of the independent directors, the determination of compensation by a committee comprised of independent directors that utilizes the services of a compensation consultant and independent legal counsel, and the wide-ranging accounting and business experience of the members our Board generally and of the independent Audit Committee in particular. Finally, the extensive domestic and international experience of our Board members, many of whom are or have been chief executive officers of companies and have additional experience as directors of publicly-held companies, provides our CEO and Chairman with additional guidance on strategic objectives and risk management.

        The Board has not chosen to select a lead director as the Board believes that the safeguards described above mitigate risks involved in having Mr. Tuchman serve as CEO and Chairman. Further, the Board believes that appointing a lead director may serve to create a potential conflict among the directors and interfere with the unique insight into the business process outsourcing industry's current and future trends and the alignment of our strategic initiatives with those trends that Mr. Tuchman delivers in his role as Chairman and CEO. Lastly, the Board has in the past demonstrated the independence necessary to address potential conflicts of interest through the use of special and ad hoc committees to address specific matters when they arose.

The Board's Role in Our Risk Management

        The Board oversees and monitors our risk management practices. The Audit Committee annually conducts, with the assistance of our internal audit department, a risk assessment through independent reviews of our business processes and practices and through surveys of front-line and executive managers. Using this annual assessment, the Audit Committee develops a plan with our senior management to address any issues identified. The Audit Committee then reviews the annual assessment and remediation plan with the full Board. Additionally, the Audit Committee routinely requests that the internal audit department conduct audits of business processes that may present risks to us and reviews the results of such audits and actively monitors the progress of remediation plans. The full Board often meets with various members of senior management who present a full review of their operations, including areas that the Board has identified as necessary to manage risk. Additionally, the Compensation Committee independently reviews and approves the compensation plans of not only our executive officers, as discussed in the section entitled "COMPENSATION DISCUSSION AND ANALYSIS" below, but also of other employee groups. Lastly, the Compensation Committee meets with our human capital department to discuss the parameters of the various incentive and performance based compensation plans offered to our executive and non-executive employees.

Information Regarding the Board and Committees Thereof

        During 2009, the Board held seven meetings, including four regularly scheduled quarterly meetings and three special meetings, and the Board approved two matters through unanimous written consent.

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At each Board meeting, the non-employees directors also met in executive session. Each director attended more than 75% of the total number of meetings of the Board and Committees on which he or she served. We do not have a formal policy on a director's attendance at annual meetings, although we encourage members of the Board to attend. Last year, all of our directors attended the annual meeting. The Board has determined that each of its non-employee directors and director nominees (William A. Linnenbringer, Ruth C. Lipper, Shrikant Mehta, Anjan Mukherjee, Robert M. Tarola and Shirley Young) is independent under applicable NASDAQ standards and SEC rules. In reaching this determination, the Board noted that Mr. Mehta is an indirect investor and director in a company that provided services to us prior to 2009. The Board determined that this relationship does not interfere with Mr. Mehta's exercise of independent judgment as a director.

        The Board has three standing committees—the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. These committees assist the Board in the discharge of its responsibilities. The members of each committee are appointed by the Board and typically serve for one-year terms.

        As disclosed in our 2009 Annual Report on Form 10-K under the section titled "Item 3. Legal Proceedings", all directors on our Board in 2009, other than Messrs. Tarola and Mukherjee, and certain current (Messrs. Tuchman, Barlett and Troka) and certain former executive officers are named as defendants in: (1) a consolidated class action lawsuit under the caption In re: TeleTech Litigation in the United States District Court for the Southern District of New York; and (2) a shareholder derivative lawsuit filed in the Court of Chancery, State of Delaware under the caption Susan M. Gregory v. Kenneth D. Tuchman, et al. With regard to the consolidated class action lawsuit, on October 21, 2009 we and the other named defendants executed a stipulation of settlement with the lead plaintiffs. The United States District Court for the Southern District of New York has preliminarily approved the settlement and has set a hearing for final approval on June 11, 2010. With regard to the shareholder derivative lawsuit, on October 26, 2009, we and the other named defendants executed a stipulation of settlement with the lead plaintiffs. On January 5, 2010, the Court of Chancery, State of Delaware issued final approval of the settlement.

Committee Composition

        The following table provides the composition of each of our Board committees as of April 2010:

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Audit Committee

        The Audit Committee operates under the Audit Committee charter adopted by our Board and is responsible for, among other things:

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Providing an open avenue of communication among the independent auditor, the vice president of internal audit and the Board;



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Overseeing the adequacy of internal controls and financial reporting process and the reliability of the financial statements;



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Selecting, evaluating and appointing or replacing the independent auditors;



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Confirming and assuring the independence of the independent registered public accounting firm;



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Reviewing and approving the provision by the independent registered public accounting firm of all permissible non-audit services;



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Overseeing the function, adequacy and progress of the internal audit department;



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Conducting or authorizing investigations into any matters within the Audit Committee's scope of responsibility;



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Reviewing and approving the establishment and compliance with our Code of Conduct;



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Overseeing our enterprise risk management programs; and



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Reviewing and approving all related-party transactions.

        The current members of the Audit Committee are William A. Linnenbringer (Chair), Ruth C. Lipper, Robert M. Tarola and Shirley Young, each of whom is independent within the meaning of the NASDAQ Marketplace Rules and Rule 10A-3(b)(l) under the Securities Exchange Act of 1934. Our Board determined that Messrs. Linnenbringer and Tarola qualify as "audit committee financial experts" within the meaning of the SEC rules. Mr. Linnenbringer's relevant experience includes his 32-year career with PricewaterhouseCoopers LLP. Mr. Tarola's relevant experience includes his service as Senior Vice President and Chief Financial Officer of W.R. Grace & Co., as Senior Vice President and Chief Financial Officer of MedStar Health, Inc., and as a partner with Price Waterhouse LLP. During 2009, the Audit Committee held four regularly scheduled meetings and four special meetings, and approved one matter through unanimous written consent. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis.

Compensation Committee

        The Compensation Committee operates under the Compensation Committee charter adopted by our Board and is responsible for, among other things:

•

Reviewing performance goals and determining or approving the annual salary, bonus and all other compensation for each executive officer (consistent with the terms of any applicable employment agreement);



•

Reviewing, approving and recommending terms and conditions for all employee benefit plans (and changes thereto);



•

Administering the TeleTech Holdings, Inc. Amended and Restated 1999 Stock Option and Incentive Plan, the TeleTech Holdings, Inc. 1995 Stock Option Plan and the TeleTech Holdings, Inc. Directors Stock Option Plan and other employee benefit plans as may be adopted by us from time to time; and

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•

Recommending inclusion of the Compensation Discussion and Analysis in the Proxy Statement and our Annual Report on Form 10-K.

        The current members of the Compensation Committee are Shrikant Mehta (Chair) and Ruth C. Lipper, each of whom is an "independent director" as defined under the NASDAQ Marketplace Rules, a "non-employee director," as defined under SEC Rule 16b-3, and an "outside director," as defined under section 162(m) of the Code. During 2009, the Compensation Committee held four regularly scheduled meetings and four special meetings, and approved four matters through unanimous written consent. The Compensation Committee reviews and assesses the adequacy of its charter on an annual basis.

Nominating and Governance Committee

        The Nominating and Governance Committee operates under the Nominating and Governance Committee charter adopted by our Board and is responsible for, among other things:

•

Identifying and recommending to the Board qualified candidates for election or appointment to the Board; and



•

Overseeing matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of Board committee members.

        The current members of the Nominating and Governance Committee are Ruth C. Lipper (Chair) and William A. Linnenbringer, each of whom satisfies the independence requirements for nominating committee members pursuant to the NASDAQ Marketplace Rules. During 2009, the Nominating and Governance Committee held four regularly scheduled meetings. The Nominating and Governance Committee reviews and assesses the adequacy of its charter on an annual basis.

Code of Conduct and Committee Charters

        We have adopted a Code of Conduct applicable to all of our directors, officers (including our CEO, Interim Chief Financial Officer, Controller and any person performing similar functions) and employees which includes the prompt disclosure of any waiver of the Code of Conduct, approved by our Board, for executive officers or directors. The Code of Conduct is available on our website, and we intend to disclose any waivers of, or amendments to, the Code of Conduct on our website. The Code of Conduct, Audit Committee charter, Compensation Committee charter, and Nominating and Governance Committee charter may be viewed on our website at http://www.teletech.com by selecting the links to "Investors" and then "Corporate Governance." You may also obtain a copy of any of these documents without charge by writing to: TeleTech Holdings, Inc., at 9197 S. Peoria Street, Englewood, Colorado 80112, Attention: Corporate Secretary.

Communications with the Board

        Stockholders may communicate with the Board or any of the directors by sending written communications addressed to the Board or any of the directors c/o Corporate Secretary, TeleTech Holdings, Inc., 9197 S. Peoria Street, Englewood, Colorado 80112. All communications are compiled by the Corporate Secretary and forwarded to the Board or the individual director(s) accordingly.

Non-Employee Director Compensation Overview

        From January 1, 2009 through May 20, 2009, non-employee directors received: (1) an annual retainer of $40,000 (paid $10,000 per quarter); (2) a meeting fee of $1,000 for each Board or committee meeting attended; and (3) a meeting fee of $500 for each telephonic Board or committee meeting attended. The Chair of the Compensation Committee and the Chair of the Nominating and Governance Committee each received an additional fee of $5,000 per year and the Chair of the Audit

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Committee received an additional fee of $20,000 per year. Non-employee directors also received stock options under our Current Equity Incentive Plans. Option awards granted to directors vest immediately upon date of grant and are exercisable into restricted stock for which restrictions lapse one year after the date of grant. Each non-employee director who was first elected or appointed to the Board received an option award to purchase 20,000 shares of common stock. Each non-employee director also received an option award to purchase 15,000 shares of common stock on the day of each annual meeting subsequent to his or her election or appointment to the Board, provided that he or she continued in office after the annual meeting. Due to the changes in our non-employee director compensation on May 21, 2009, as described below, the non-employee directors did not receive an option award to purchase 15,000 shares of common stock after the 2009 annual meeting.

        From May 21, 2009 through December 31, 2009, non-employee directors received: (1) an annual retainer of $75,000; (2) additional annual retainer fees for Board committee service as follows:

(3) an annual grant (commencing with the 2009 Annual Meeting of Stockholders) of $75,000 of RSUs, based on the fair market value of our common stock on the grant date; and (4) for each non-employee director who first joins the Board on or after May 21, 2009, an initial grant, as of the date on which such independent director first joins the Board, of $100,000 of RSUs, based on the fair market value of our common stock on the grant date. The RSUs granted to non-employee directors vest in full on the earlier of the first anniversary of the date of grant or the date of the succeeding year's annual meeting of stockholders, or any change-in-control event (as defined in the RSU agreement). Upon appointment to the Board in September 2009, Mr. Mukherjee received an initial grant of $100,000 of RSUs.

2009 Non-Employee Director Compensation

        The following table presents information regarding the compensation paid during 2009 to our non-employee directors:

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(1)

The amounts set forth in column (c) reflect the aggregate dollar amounts recognized for stock awards for financial statement reporting purposes in accordance with the guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("FASB ASC Topic 718").

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Equity Interests of Non-Employee Directors

        The following table presents the number of outstanding and unexercised option awards and the number of unvested stock awards held by each of our non-employee directors as of December 31, 2009:

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

        Shrikant Mehta and Ruth C. Lipper served on the Compensation Committee. There were no Compensation Committee interlocks during 2009. None of the members of our Compensation Committee has been an officer or employee of TeleTech. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or Compensation Committee.

Nominations of Directors

        The Nominating and Governance Committee does not set specific minimum qualifications for director positions. Instead, the Nominating and Governance Committee believes that nominations for election or re-election to the Board should be based on a particular candidate's merits and our needs after taking into account the current composition of the Board. The Nominating and Governance Committee considers potential candidates for director, who may come to the attention of the Nominating and Governance Committee through current directors, professional executive search firms, stockholders or other persons. When evaluating candidates annually for nomination for election, the Nominating and Governance Committee considers an individual's skills, diversity, independence from us, experience in areas that address the needs of the Board and ability to devote adequate time to Board duties. The Nominating and Governance Committee also seeks to achieve the appropriate balance of industry and business knowledge and experience, including, without limitation, expertise in the business process outsourcing industry or industries traditionally served by business process outsourcing companies, in light of the function and needs of the Board, as well as independence, financial expertise, public company experience, personal integrity and reputation. The Nominating and Governance Committee does not specifically define diversity, but values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election and as reflected in the Board's current composition. Whenever a new seat or a vacated seat on the Board is being filled, candidates that appear to best fit our needs and those of our Board are identified and unless such individuals are well known to the Board, they are interviewed and further evaluated by the Nominating and Governance Committee. Candidates selected by the Nominating and Governance Committee are then recommended to the full Board for approval.

        The Nominating and Governance Committee will consider candidates for the Board recommended by stockholders if the names and qualifications of such candidates are submitted in writing to our Corporate Secretary in accordance with the notice provisions for stockholder proposals discussed in the section entitled "GENERAL INFORMATION" under the heading "Next Annual Meeting of Stockholders". Although the Nominating and Governance Committee did not receive any stockholder nominations for

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candidates for the Board in 2008 or 2009, the Committee considers properly submitted nominees in the same manner as it evaluates other nominees. Following verification of the stockholder status of persons proposing candidates, the materials provided by a stockholder to us for consideration of a director nominee are forwarded to the Nominating and Governance Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our equity securities. Based on our review of these forms, we believe that our directors, executive officers and 10% stockholders filed all Section 16(a) reports on a timely basis during 2009.

Information Regarding Executive Officers

        The following persons were our executive officers as of December 31, 2009:

        Gregory G. Hopkins, 55, joined us in April 2004 as Executive Vice President, Business Development. In 2004, he was promoted to his present position of Executive Vice President, Global Accounts. Before joining us, he was Vice President and General Manager of Global Markets at Telwares Communications, LLC. Prior to joining Telwares, Mr. Hopkins was Executive Vice President of Virtela Communications, where he developed a global sales and pre-sales engineering team. Other positions previously held by Mr. Hopkins included Western Region Vice President at AT&T Global Services, and Corporate Accounts Vice President at Inacom Information Systems.

        Michael M. Jossi, 44, joined us in January 2005 as Vice President, Learning Services, and in December 2006, he was promoted to Senior Vice President, Human Capital. In April 2007, Mr. Jossi was promoted to Executive Vice President, Global Human Capital, a position he held on an interim basis until it was made permanent in August 2008. From 1998 until January 2005, Mr. Jossi was President and Chief Executive Officer of Active Education, Inc., a developer and provider of classroom and online computer training products for businesses.

        Carol J. Kline, 46, joined us in June 2008 as Executive Vice President and Chief Information Officer. From February 2007 until joining us, Ms. Kline was Executive Vice President of Operations of EchoStar. Before joining EchoStar, Ms. Kline was Chief Information Officer and Executive Vice President for America Online from June 2003 to February 2006 and was the Senior Vice President for Worldwide Operations of Qwest Communications, Inc. from July 2000 to June 2003.

        John R. Troka, Jr., 47, joined us in 2002 as Vice President of Global Finance. In August 2006, Mr. Troka was named Interim Chief Financial Officer, a position that he continues to hold, and in February 2008 he was promoted to the position of Senior Vice President of Global Finance. Before joining us, Mr. Troka was Vice President of Finance for Qwest Communications, Inc., formerly known as US West Communications. Mr. Troka is a licensed CPA in the state of Colorado.

        Information regarding Kenneth D. Tuchman, Chairman and CEO, and James E. Barlett, Vice Chairman, is provided in this section under the heading "Information Concerning the Nominees for Election as Directors".

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        This section explains our executive compensation programs as it relates to the following "named executive officers":

Executive Compensation Program Overview and Design Principles

        Our goal for executive compensation is to attract, motivate and retain highly qualified executives focused on delivering superior performance that creates long-term investor value. We have developed and implemented executive compensation policies, plans and programs intended to closely align the financial interests of the named executive officers with those of our stockholders in order to enhance our long-term growth and profitability and therefore create long-term stockholder value. Our executive compensation program also requires each named executive officer to demonstrate exceptional individual performance and to contribute as a member of the team to our overall success rather than merely achieve specific objectives within that officer's area of responsibility. Each year, the Compensation Committee, which is made up entirely of independent directors, determines the compensation of the CEO and, after reviewing the CEO's recommendations, the other named executive officers.

Five Overarching Principles

        We have designed our executive compensation program around five overarching principles:

•

Structure compensation programs with a significant portion of variable, or at-risk, compensation to ensure that the actual compensation realized by named executive officers directly and demonstrably links to individual and company-wide performance;



•

Offer market competitive compensation opportunities that will allow us to attract and retain named executive officers capable of leading us to the fulfillment of our business objectives;



•

Ensure that our named executive officers remain focused on individual operational goals to build the foundation for our long-term success;



•

Align the interests of named executive officers and stockholders to achieve long-term stock price performance; and



•

Maintain an egalitarian culture with respect to compensation programs, such that a broad range of management employees may generally participate in the same equity-based and cash-based incentive programs as the named executive officers.

Four Components of Compensation

        To achieve the five overarching principles, the compensation program for the named executive officers consists of the following four components of compensation, in order of their importance:

•

Equity awards in the form of RSUs under our Equity Incentive Plans;



•

Annual performance-based cash incentives under our Management Incentive Plan ("MIP") as funded under our "incentive benefit pool";

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•

Discretionary cash bonuses to recognize exceptional individual achievement and contributions to our overall financial performance as funded under our incentive benefit pool; and



•

Base salary.

        The named executive officers are also eligible to participate in our general health and welfare programs, 401(k) Plan, insurance program and other employee programs on substantially the same basis as other employees. Although we pay as perquisites all or a portion of the named executive officers' premiums for certain of these plans, we believe that perquisites should be limited in scope and value, and they have not historically constituted a significant portion of executive compensation.

Equity Awards

        Equity Awards in the Form of RSUs Minimize Dilution and Support Long-Term Focus.    We rely heavily on long-term equity awards in our executive compensation program to attract and retain an outstanding executive team and to motivate the executive team to improve our long-term financial performance. We implemented a program of awarding RSUs in order to motivate executives, enhance morale and teamwork, and encourage retention. Unlike a stock option award (which we last used in 2006), the compensation value of an RSU award does not depend solely on future stock price increases; at grant, its value is equal to our stock price. Although its value may increase or decrease with changes in our stock price before vesting, an RSU award will maintain value in the long term, encouraging retention. By contrast, the value of a stock option depends solely on future stock price appreciation. Accordingly, RSUs deliver significantly greater share-for-share compensation value at grant than stock options, and we can offer comparable grant date compensation with fewer shares and—with regard to RSUs that vest over time—less dilution to our stockholders.

        The Compensation Committee believes that RSU awards are the most effective way to align the named executive officers' interests with the interests of our stockholders and to attract and retain talented executives by providing a strong economic incentive to continued employment. Furthermore, the Compensation Committee believes that substantial equity ownership by individual executive officers helps to align their interests with the interests of our stockholders and to ensure that these individuals remain focused on building stockholder value.

Cash Incentives

        Performance-Based Cash Incentives Under Our MIP.    The Compensation Committee believes that the MIP is an important component of our executive compensation program as it provides immediate recognition to named executive officers whom the Compensation Committee has determined are eligible to receive an award based on the Compensation Committee's subjective evaluation of each named executive officer's performance. It is, however, a less significant factor in attracting new executive talent than our equity awards, as it tends to promote retention only in the short-term. The secondary significance of the MIP is evidenced by the fact that the CEO and the Vice Chairman have not historically elected to participate in the MIP.

        Discretionary Cash Bonuses Award Exceptional Individual Achievement.    We have not relied heavily on discretionary cash bonuses because we prefer to reward executive performance with long-term equity incentive compensation. Nevertheless, the Compensation Committee believes that discretionary cash bonuses are another important component of our executive compensation program because they allow the Compensation Committee to recognize exceptional individual achievement and contributions to our overall financial performance based on the Compensation Committee's subjective evaluation of each named executive officer's performance. This is especially true in situations where the Compensation Committee believes that performance-based cash incentives under the MIP have not adequately compensated an officer for his or her individual achievements and contributions.

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        Base Salaries Reflect Our Emphasis on Building Stockholder Value.    The Compensation Committee believes that base salaries are much less important than long-term equity awards and performance-based cash incentives in meeting our compensation objectives. While we believe that base salaries should generally be competitive, we do not believe that base salaries provide significant long-term focus nor do we believe that they are a key driver in motivating our named executive officers to build stockholder value. As a result, we have historically set base salaries for our named executive officers at a midrange between the 25^th and 75^th percentiles of the "peer group" as described in this section under the heading "How We Use Peer Group, Survey and Benchmarking Data."

How We Use Consultants

        Since November 2004, we have retained the services of Compensia, Inc., an executive compensation consulting firm. From time to time, Compensia provides advice to the Compensation Committee and to us. In addition, since April 2008, the Compensation Committee has retained the services of Latham & Watkins, LLP, a law firm, to act as independent counsel to the Compensation Committee. No member of the Board or any named executive officer has any affiliation with either Compensia or Latham & Watkins and our CEO has not met with representatives of Compensia or Latham & Watkins regarding his compensation or the compensation of other named executive officers.

        Compensia.    The Compensation Committee either directly, or through our human capital department at the direction of the Compensation Committee, periodically seeks input from Compensia on a range of executive compensation issues. Among other things, Compensia provides the Compensation Committee with:

•

a periodic review of our compensation practices, trends and philosophy;



•

a competitive assessment of our executive compensation levels and pay-for-performance linkage;



•

an analysis of peer group companies that compete with us and that follow similar compensation models, along with benchmark compensation and benefits data for the peer group; and



•

a review of our equity award and cash incentive programs.

        Although Compensia provides recommendations on the structure of our compensation programs, Compensia does not determine the amount or form of compensation for any named executive officers. We do not use Compensia for services outside of executive compensation. We paid Compensia less than $34,000 in 2009 and less than $69,000 in 2008 for services provided.

        Latham & Watkins.    The Compensation Committee, either directly or indirectly through our legal or human capital departments at the direction of the Compensation Committee, periodically seeks advice from Latham & Watkins on various legal issues. Latham & Watkins reviews public disclosures relating to executive compensation and advises the Compensation Committee as to corporate governance issues and the legal structure of equity and cash compensation plans. Although Latham & Watkins may provide legal advice on the structure of compensation programs, Latham & Watkins does not determine the amount or form of compensation for any named executive officers. We do not use Latham & Watkins for services outside of those provided to the Compensation Committee.

How We Use Peer Group, Survey and Benchmarking Data

        With the assistance of our human capital department, the Compensation Committee identified a "peer group" of companies for 2009 that compete with us in the labor and capital markets and that follow similar compensation models. The peer group that the Compensation Committee reviewed to ensure that our total compensation is within a reasonably competitive range included: Affiliated Computer Services, Inc., APAC Customer Services Inc., Convergys Corporation, Genpact Ltd., ICT Group Inc., Spherion Corp., Sykes Enterprises Incorporated, and Wipro Ltd. The Compensation

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Committee reviews the compensation practices of this peer group to effectively design compensation arrangements to attract new executives in our highly competitive, rapidly changing markets and to confirm proper levels of compensation for our named executive officers. This peer group data is one factor the Compensation Committee uses in determining executive compensation; it is not a definitive or a dispositive factor in making such compensation decisions. Moreover, the Compensation Committee does not adhere to strict formulas, benchmarking or its review of this peer group data to determine the mix of compensation elements. Instead, the Compensation Committee considers various factors in exercising its discretion to determine compensation, including the experience, responsibilities and performance of each named executive officer as well as our overall financial performance.

How We Use Employment Agreements

        From time to time, we have entered into employment agreements with senior officers, including some of the named executive officers. The Compensation Committee, however, has not entered into any employment agreements with any of the named executive officers since April 2004; although those agreements were amended in 2008 to bring them in compliance with section 409A of the Code. The Compensation Committee generally will approve employment agreements when it determines that an employment agreement is desirable to obtain a measure of assurance as to the executive's continued employment or to attract an executive in light of market conditions. Based on an evaluation of these factors, we previously entered into employment agreements with Messrs. Tuchman, Barlett and Hopkins. Pursuant to these agreements, Messrs. Tuchman and Barlett are entitled to receive an annual base salary. Messrs. Tuchman and Barlett are also entitled to participate in all other employee benefit plans, in each case, on terms and conditions no less favorable than the terms and conditions generally applicable to their peers. Mr. Hopkins is entitled to receive a base salary and is eligible to receive additional incentive compensation and discretionary cash bonuses, as may be determined by the Compensation Committee from time to time. Employment agreement provisions relating to severance, termination and change-in-control are discussed in greater detail in the EXECUTIVE COMPENSATION TABLES section under the heading "Potential Payments Upon Termination or Change in Control—Employment Agreements".

        In addition, notwithstanding the terms of their respective agreements with us and related to the Equity-Based Compensation Review discussed in greater detail in this section under the heading "Equity-Based Compensation Review", in September 2008, Messrs. Tuchman and Barlett voluntarily agreed to: (1) amend outstanding stock options that were mistakenly issued with an exercise price that was below the fair market value of our common stock on the appropriate accounting measurement date; and (2) forego any benefits from measurement date errors.

How We Determine Executive Compensation

Compensation Committee Determines All Executive Compensation

        The Compensation Committee determines all compensation for the named executive officers on an annual basis. The Compensation Committee conducts a subjective evaluation of the performance of each named executive officer to determine if any changes in the officer's compensation are appropriate. The CEO does not participate in the Compensation Committee's deliberations or decision with regard to his compensation. At the Compensation Committee's request, however, the CEO and the Executive Vice President, Global Human Capital review with the Compensation Committee the performance of the other named executive officers. The Compensation Committee gives considerable weight to the CEO's evaluation of the other named executive officers in its subjective evaluation because of his direct knowledge of each officer's performance and contributions.

        The Compensation Committee reviews peer group data as described in this section under the heading "How We Use Peer Group, Survey and Benchmarking Data". The Compensation Committee,

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however, does not base its compensation decisions on such peer group data, but rather utilizes it as a measure of the competitive market for executive talent in our industry. The Compensation Committee also does not adhere to strict formulas to determine the mix of equity awards, performance-based cash incentives and base salaries. The Compensation Committee can and does consider our objective financial results in its subjective evaluation of each named executive officer's performance. However, there is no formulaic tie between our financial results and the Compensation Committee's evaluation of the performance of each named executive officer. The Compensation Committee also considers various factors in exercising its discretion to determine the composition of and amount of compensation for each named executive officer. The ability to impose subjective judgment and to consider various factors in its discretion, rather than relying on a formulaic approach, provides important flexibility in determining compensation components and the amount of compensation required to retain current executives, to attract new executives in our highly competitive, rapidly changing markets and to confirm appropriate levels of compensation for our named executive officers. For each named executive officer, the Compensation Committee determines the amount of each component of compensation under our executive compensation program using subjective criteria, based on each named executive officer's impact on our overall performance by examining the following "success factors":

•

contribution to our overall operating effectiveness, strategic success and profitability;



•

role in developing and maintaining key client relationships;



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level of responsibility, scope, and complexity of such named executive officer's position relative to other named executive officers;



•

leadership growth and management development over the past year;



•

completion of strategic projects;



•

innovations to continuously improve performance and improve open communications;



•

ability to provide hands-on business problem solving and wise business decisions; and



•

demonstration of business ownership.

        The Compensation Committee selected these eight success factors because they believe they are important indicators of increased stockholder value. The success factors are not qualified or weighted for importance. The Compensation Committee's use of the success factors is tied to the responsibilities of the named executive officers. For example, greater weight will be given to the "role in developing and maintaining key client relationships" for the Executive Vice President, Global Accounts due to his responsibilities for overseeing sales operations, while greater weight will be given to the "completion of strategic projects" for the Executive Vice President, Global Human Capital due to his responsibilities for improving human capital tools used to manage our large employee base.

Equity Awards

        In determining the amount of any grant of an equity award to a named executive officer, the Compensation Committee reviews the outstanding equity awards of the named executive officer to determine whether additional awards are warranted in light of the Compensation Committee's review of the named executive officer's performance. The Compensation Committee then determines the actual award to any officer based on general reference to, but not benched to, our peer group data for equity compensation for the named executive officer's role with us and as compared to our other named executive officers and the relative performance of each other named executive officer.

        Vesting Conditions.    All RSU awards to our named executive officers give the named executive officer the right to receive a specified number of common shares at no cost to the named executive officer, if the terms of the grant are satisfied and the named executive officer is continuously employed

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through each vesting date. The Compensation Committee approves all equity awards and the grant date for any individual equity award is the date on which the Compensation Committee approves such grant. The Compensation Committee approves all equity awards at meetings of the Compensation Committee and does not use unanimous written consents for any equity award approvals. RSU awards typically vest over a period of four or five years. The named executive officer is generally not eligible to receive the shares if service is terminated before the RSUs vest. In addition, the vesting of RSUs may be affected by a change in control as discussed in the EXECUTIVE COMPENSATION TABLES section under the heading "Potential Payments Upon Termination or Change in Control". The Compensation Committee also has the discretion to accelerate the vesting of any RSU or stock option.

        2009 RSU Awards.    In March 2009 as part of our annual equity award process for both named executive officers and other management personnel, the Compensation Committee granted RSU awards that vest over time in four equal installments through 2013 to the following named executive officers: Mr. Barlett, 295,000 RSUs; Mr. Jossi, 25,000 RSUs; Mr. Hopkins, 25,000 RSUs; and Mr. Troka 100,000 RSUs. During 2009, the Compensation Committee did not authorize the grant of any performance-based RSUs to our named executive officers.

        Stock Options.    Under our Current Equity Incentive Plans, stock options are authorized to be issued at the discretion of the Compensation Committee. During 2009, the Compensation Committee did not authorize the grant of any stock options to our named executive officers.

        Equity-Based Compensation Review.    In 2008, we completed a review of our historical equity-based compensation practices (the "Equity-Based Compensation Review"). The Equity-Based Compensation Review determined that certain stock options had been issued with stated exercise prices that were determined to be lower than the fair market value of our common stock on the appropriate accounting measurement dates. As a result of the Equity-Based Compensation Review, the Compensation Committee adopted the following formal procedures regarding equity awards (including RSUs and stock options):

•

The Compensation Committee makes annual equity awards to named recipients at a set time each year;



•

The Compensation Committee makes all periodic equity awards, including new hire, promotion and special circumstance grants, at pre-scheduled monthly meetings;



•

A senior member of the human capital department, supported by designated members of the legal, tax and accounting departments, is responsible for ensuring that the accounting treatment, recipient notification requirements, and required disclosures have been determined for each equity award before the award is authorized by the Compensation Committee;



•

In advance of each meeting, the Compensation Committee is provided with information on the accounting treatment and any non-standard terms of each proposed equity award;



•

Equity awards (including RSUs and stock options) are not made until the approval date, which is the last date in which all of the following have been completed: (1) the Compensation Committee has approved the equity award at a duly convened meeting; and (2) all material terms of the relevant RSU, stock option or other equity security have been established (including the exercise price of any stock options); and



•

Other than as approved under new grant procedures, changes to grants after their approval date are prohibited, other than to withdraw a grant to an individual in its entirety because of a change in circumstances between approval and issuance of the grant or to correct clear clerical errors.

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        In addition, we provided training for pertinent personnel with regard to the new equity grant procedures and reviewed these procedures after one year of operation and will continue to review these procedures in the future. Furthermore, we have expanded internal audit procedures relating to equity grant approval and documentation.

        Effect of Equity-Based Compensation Review on Compensation of Named Executive Officers.    In conjunction with the Equity-Based Compensation Review, our Board determined that in the case of stock options issued with stated exercise prices that were determined to be lower than the fair market value of our common stock on the appropriate accounting measurement dates, we would pay any incremental federal, state and employment taxes assessed upon employees (including the named executive officers) under section 409A of the Code and similar state tax provisions, including penalties and interest and tax "gross-ups," to make the employees whole for any adverse tax consequences arising as a result of the vesting or exercise of such options (collectively, the "Incremental Adverse Taxes"). Our Board determined that it would be appropriate and fair to pay the Incremental Adverse Taxes for all of our affected employees because the inadvertent mistake resulting in the Incremental Adverse Taxes was not due to any error on the part of the affected employees. We paid Incremental Adverse Taxes for two named executive officers in 2009: Messrs. Barlett and Hopkins. The aggregate amount of Incremental Adverse Taxes paid in 2009 on behalf of Messrs. Barlett and Hopkins for stock options vested, exercised or deemed exercised is included in the "Other Compensation" column of the "Summary Compensation Table" in the EXECUTIVE COMPENSATION TABLES section.

Funding for Performance-Based Cash Incentives Under the MIP and Discretionary Cash Bonuses

        Funding for performance-based cash incentives under the MIP and discretionary cash bonuses comes from our "incentive benefit pool." The structure of our incentive benefit pool allows us to make contributions periodically throughout the year based on our achievement of operating margin and revenue objectives in our internal business plan (excluding extraordinary, unusual or infrequently occurring events or changes in accounting principles). In any given year, we pay our MIP awards and discretionary cash bonuses, if any, out of the incentive benefit pool funding from the prior year.

        In 2009, seventy percent (70%) of the funding of our incentive benefit pool was based on our achievement of four quarterly and an annual operating margin targets and thirty percent (30%) of the funding of our incentive benefit pool was based on our achievement of four quarterly and an annual revenue targets. The Compensation Committee selected this blend of operating margin and annual revenue to reflect the market conditions expected during 2009 and to emphasize management performance in maintaining solid bottom-line results. Moreover, the Compensation Committee elected to fund the incentive benefit pool quarterly to drive management performance throughout the year rather than focusing on fiscal year end accomplishments. In measuring our performance under both the revenue and operating margin targets, we exclude certain one-time or unusual items which may occur during the year such as mergers, acquisitions, asset impairments, restructuring activities, abandonment charges or legal and settlement expenses. The dollar amount of our contribution to the incentive pool is based on our performance relative to the operating margin and revenue targets approved by the Compensation Committee.

        In 2009, the quarterly and annual revenue and operating margin targets for funding the incentive benefit pool and the 2009 results are set forth in the table below. If we had achieved at the 100% achievement level for all quarterly and annual revenue and operating margin targets in 2009, we would have funded the incentive benefit pool at approximately $10.0 million. If we had achieved at the maximum achievement level for all annual revenue and operating margin targets in 2009, we would have funded the incentive benefit pool at 125% (approximately $12.5 million). If we failed to achieve all minimum quarterly and annual revenue and operating margin targets in 2009, we would not have funded the incentive benefit pool in 2009. We funded the incentive benefit pool on a quarterly basis based on our achievement of the revenue and operating margin targets for the applicable quarter. If we

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performed between targets in 2009, we funded the incentive benefit pool to the lower target. If we did not meet the minimum target for quarterly or annual revenue or operating margin targets, we did not fund the incentive benefit pool for that amount allocated to the missed minimum target.

        By contrast, in 2008 we funded the incentive benefit pool based solely on operating income targets. In 2008, the target for funding 100% of the incentive benefit pool (approximately $10.0 million) was $189 million of operating income, and the minimum target level of operating income was approximately $130 million. If we failed to achieve the minimum target level of operating income, we would not have funded the incentive benefit pool in 2008. During 2008, we contributed $2.1 million (approximately

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21% of the 100% funding amount) to the incentive benefit pool based on our achievement of $131.7 million of operating income (approximately 70% of the 100% funding level target). The operating income was calculated as income from operations of $109.0 million, plus: (1) $6.1 million of restructuring charges; (2) $2.0 million of impairment losses; and (3) $14.6 million of legal and accounting expenses attributable to the Equity-Based Compensation Review.

        While the incentive benefit pool funding targets are reset each year, the Compensation Committee seeks to set target levels for purposes of funding the incentive benefit pool that are difficult to achieve, but achievable, if certain conditions are satisfied, including, in particular the following:

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we continue to operate our business to our historic standards of efficiency, production and performance;



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we continue to close sales with new and existing customers;



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we continue to control our costs of conducting and growing our business and operations;



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external market forces are consistent with expectations (at the time we establish our annual budgets) in the business process outsourcing market;



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clients we serve continue to remain financially sound and satisfy their contractual obligations to us; and



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we do not experience unforeseen events, such as natural disasters, political or social instability or other casualty events that have a material adverse impact on our financial results.

        Consequently, our ability to achieve the incentive benefit pool funding targets each year is heavily dependent not only upon factors within our control, but also upon current economic conditions and the conditions outlined above. While there is uncertainty with respect to achieving the incentive benefit pool funding targets at the time it is set, our strong historical operating performance and the favorable business process outsourcing market conditions that we have benefited from in recent years, as well as the continued performance by clients with whom we contract, provide our named executive officers with a reasonable, although not certain, expectation of receiving performance-based cash incentives through the MIP and discretionary cash bonuses.

        In addition, the determination of awards of performance-based cash incentives through the MIP or through discretionary cash bonuses are subjective and subject to the discretion of the Compensation Committee, which has retained complete authority and discretion to decide whether to make any performance-based cash incentive awards and, if made, the amount of such awards. Further, the Compensation Committee has discretion to distribute less than the total amount of funds available in the incentive benefit pool.

Performance-Based Cash Incentives

        The Compensation Committee bases its decision to award performance-based cash incentives under the MIP and discretionary cash bonuses to individual named executive officers, if any, primarily on subjective criteria. Specifically, the Compensation Committee subjectively bases its decision to award performance-based cash incentives on the eight success factors. While the Compensation Committee can and does consider objective financial results in its subjective evaluation of a named executive officer's performance, there is no formulaic tie between the financial results and the amount of the performance-based cash incentives under the MIP or discretionary cash bonuses.

        MIP.    The potential range of performance-based cash incentives under the MIP for each named executive officer can vary depending on his or her job title and responsibilities. We have established the ranges for each position based on general reference to our peer group data and our experience in recruiting highly qualified candidates for the differing qualifications and responsibilities of those

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positions. As disclosed in the table below, the award range for executive vice presidents and senior vice presidents in 2009 was as follows:

        The MIP does not provide for the adjustment or recovery of an award paid to a named executive officer if the results in a previous year are subsequently restated or adjusted in a manner that would have originally resulted in a smaller award.

        2009 MIP Payout.    For 2009, the Compensation Committee targeted the MIP range for participating named executive officers at the 75^th percentile of bonus compensation for our peer group companies based on our peer group data (as discussed in this section under the heading "How We Use Peer Group, Survey and Benchmarking Data"). Due to the prevailing and uncertain economic conditions at the beginning of 2009, the Compensation Committee decided to not award any MIP payments to any named executive officers. Instead, the Compensation Committee decided to approve an approximately $1.1 million discretionary cash bonus program to pay discretionary cash bonuses to named executive officers and other high-performing management personnel to ensure their retention with us through the difficult economic environment expected at that time.

        2009 Discretionary Cash Bonuses.    As described immediately above, in 2009 the Compensation Committee approved a discretionary cash bonus program of approximately $1.1 million to pay discretionary cash bonuses to named executive officers and other high-performing management personnel to ensure their retention with us through the difficult economic environment expected at that time. The following named executive officers received an aggregate of $412,500 from the discretionary cash bonus pool: (1) our Executive Vice President, Global Accounts, Mr. Hopkins, received a discretionary cash bonus award of $150,000, equal to approximately 50% of his base salary, attributable to his work on maintaining existing accounts; (2) our Executive Vice President, Global Human Capital, Mr. Jossi, received a discretionary cash bonus award of $137,500, equal to approximately 50% of his base salary, attributable to his work in overseeing and successfully completing several strategic initiatives; and (3) our Interim Chief Financial Officer, Mr. Troka, received a discretionary cash bonus award of $125,000, equal to approximately 50% of his base salary, attributable to his individual contributions to our overall performance during 2009. Messrs. Tuchman and Barlett communicated to the Compensation Committee prior to the determination to award MIP payments or discretionary cash bonuses that they did not desire to participate in the MIP or the discretionary cash bonus program approved by the Compensation Committee.

2009 Base Salaries

        The Compensation Committee generally targeted the base salaries of our named executive officers for 2009 in a midrange between the 25th and 75th percentiles of the "peer group" as described in this section under the heading "How We Use Peer Group, Survey and Benchmarking Data". In part reflecting the impact of the broad economic recession in 2009, the Compensation Committee did not approve any base salary increases for any of the named executive officers.

CEO Compensation

        The independent members of the Board, at the recommendation of the Compensation Committee, determine adjustments to the CEO's compensation and evaluate the performance of the CEO. Historically, the Board has compensated Mr. Tuchman primarily through grants of equity and not through performance-based cash compensation under the MIP, discretionary cash bonuses or base

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salary. The Board believes that focusing Mr. Tuchman's compensation on equity awards better aligns the CEO compensation with the interests of stockholders.

        For 2009, Mr. Tuchman's base salary was $350,000. Mr. Tuchman did not receive any award of RSUs in either 2008 or 2009, and he again in 2009 communicated to the Compensation Committee before its determination to award any MIP or discretionary cash bonuses that he did not desire to participate in the MIP or to receive any discretionary cash bonuses. In 2009, Mr. Tuchman received additional compensation in the amount of approximately $47,196 (as discussed in the Executive Compensation Tables section under the heading "All Other Compensation Table").

Vice Chairman Compensation

        The Compensation Committee determines adjustments to the Vice Chairman's compensation and evaluates the performance of the Vice Chairman. Historically, the Compensation Committee has compensated Mr. Barlett primarily through grants of equity awards and not through performance-based cash compensation under the MIP, discretionary cash bonuses or base salary. The Compensation Committee believes that focusing Mr. Barlett's compensation on equity awards better aligns the Vice Chairman's compensation with the interests of stockholders.

        For 2009, Mr. Barlett's base salary was $350,000. During 2009, Mr. Barlett received an award of 295,000 RSUs, which vest over time in four equal installments through 2013, and he again in 2009 communicated to the Compensation Committee before its determination to award any MIP or discretionary cash bonuses that he did not desire to participate in the MIP or to receive any discretionary cash bonuses. In 2009, Mr. Barlett received additional compensation in the amount of approximately $1,640,376 (as discussed in the Executive Compensation Tables section under the heading "All Other Compensation Table"). In 2009, $1,577,347 of the $1,640,376 in additional compensation related to the payment of Incremental Adverse Taxes for our affected employees as discussed in this section under the heading "Effect of Equity-Based Compensation Review on Compensation of Named Executive Officers".

Tax and Accounting Considerations

        Limitations on the Deductibility of Compensation.    Under section 162(m) of the Code, unless certain exceptions apply, no tax deduction is allowed for annual compensation in excess of $1 million paid to our principal executive officer and three most highly compensated executive officers other than our principal financial officer unless it qualifies as "performance-based compensation" that has been disclosed to and approved by stockholders before the payment of such compensation. Performance-based compensation qualifying under section 162(m), among other requirements, must be payable only upon attainment of pre-established, objective performance goals that were established by a Board committee that consists only of "outside directors". In 2009, the Compensation Committee did not award any equity-based or other compensation that would meet the requirements of section 162(m). MIP payments do not meet the requirements for exempt performance-based compensation under section 162(m). In the future, the Compensation Committee will use its discretion to determine whether to make awards that satisfy the "qualified performance-based compensation" requirements of section 162(m) in order to maximize tax deductibility of executive compensation, while balancing the interests of our stockholders and the most appropriate methods and approaches for the design and delivery of compensation to our named executive officers.

        Section 409A of the Code imposes additional income taxes on executive officers for certain types of deferred compensation that do not comply with section 409A. In 2008, we revised several of our compensation plans and agreements with technical changes designed to cause nonqualified deferred compensation payable under such plans and agreements to comply with, or be exempt from, section 409A. We provide certain executives, including our named executive officers, with the

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opportunity to contribute all or a portion of their salaries, performance-based cash incentives or discretionary cash bonuses to a deferred compensation plan. We do not provide deferred compensation to the named executive officers in excess of their individual contributions and therefore, section 409A does not affect the structure of our compensation program for the officers. However, as described in this section under the heading "Effect of Equity-Based Compensation Review on Compensation of Named Executive Officers", we paid certain federal, state and employment taxes (which included taxes and penalties under section 409A) assessed upon two of our named executive officers (Messrs. Barlett and Hopkins) that resulted from stock options issued with stated exercise prices that were determined to be lower than the fair market value of our common stock on the appropriate measurement dates.

        Accounting Considerations.    The Compensation Committee also considers the accounting and cash flow implications of our executive compensation program. In our financial statements, we record salaries and performance-based cash incentives as expenses in the amount paid, or to be paid, to the named executive officers. Accounting rules also require us to record equity awards as an expense in our financial statements even though equity awards are not paid as cash to employees. The accounting expense of equity awards to employees is calculated in accordance with the guidance in FASB ASC Topic 718. The Compensation Committee believes, however, that the advantages of equity compensation programs, as discussed above, outweigh the non-cash compensation expense associated with them.

Compensation Risk Assessment

        In 2010, we conducted an assessment of our compensation policies and practices for all employees. We reviewed and discussed the results of this assessment with the Compensation Committee. Based on this assessment, review and discussion, we believe that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee has reviewed and discussed with management the disclosures included in this section entitled "COMPENSATION DISCUSSION AND ANALYSIS". Based upon this review and discussion, the Compensation Committee recommended to the Board that the section entitled "COMPENSATION DISCUSSION AND ANALYSIS" be included in this Proxy Statement.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table For Year Ended December 31, 2009

        The following table sets forth the compensation for the services in all capacities to us or our subsidiary companies for the years ended December 31, 2009, 2008 and 2007 of (1) our CEO, (2) our Interim Chief Financial Officer, and (3) the three most highly compensated executive officers, other than the CEO and Interim Chief Financial Officer, employed by us as of December 31, 2009, whose total annual salary and bonus exceeded $100,000, referred to as the "named executive officers" in this Proxy Statement:

        The Summary Compensation Table should be read in conjunction with additional tables and narrative descriptions that follow. The Grants of Plan-Based Awards table, and the accompanying description of the material terms of the RSU awards granted in 2009, provides information regarding the long-term equity incentives awarded to named executive officers in 2009. The Outstanding Equity Awards at Year-End and Option Exercises and Stock Vested tables provide further information on the named executive officers' potential realizable value and actual value realized with respect to their equity awards. The base salaries for Messrs. Tuchman, Barlett and Hopkins were initially established in their employment agreements with us at $250,000, $250,000 and $275,000 respectively. The

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Compensation Committee subsequently approved increases in the base salaries for Messrs. Tuchman, Barlett and Hopkins to the current levels. The employment agreements are described in the section below entitled "Potential Payments Upon Termination or Change in Control—Employment Agreements".

Nonqualified Deferred Compensation Table

        Named executive officers have the opportunity to contribute all or a portion of their salaries, discretionary cash bonuses or performance-based cash incentives to a deferred compensation plan. We do not provide deferred compensation to the named executive officers in excess of their individual contributions. The following table summarizes activity in our deferred compensation plan during 2009 for our named executive officers:

All Other Compensation Table

        The following table describes the perquisites and other compensation received by the named executive officers during 2009:

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Grants of Plan-Based Awards

        Each of the Non-Equity Incentive Plan Awards reported in this "Grants of Plan-Based Awards" table refers to payments under the MIP. The material terms of these incentive awards are described in the section entitled "COMPENSATION DISCUSSION AND ANALYSIS". The following table sets forth information about the performance-based cash incentives under the MIP for the named executive officers in 2009 and the RSU stock awards to each named executive officer during 2009:

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Outstanding Equity Awards at Year-End

        The following tables present information regarding the outstanding equity awards held by each of the named executive officers as of December 31, 2009, including the vesting dates for the portions of these awards that had not vested as of that date. All equity awards listed below were issued from our Equity Incentive Plans.

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Option Exercises and Stock Vested

        The following table presents information regarding the exercise of stock options by named executive officers during 2009, and on the vesting of RSUs held by named executive officers during 2009.

Potential Payments Upon Termination or Change in Control

Employment Agreements

        Other than the employment agreements described below with respect to Messrs. Tuchman, Barlett and Hopkins, none of the named executive officers is entitled to receive compensation or benefits upon termination other than as generally provided to all of our U.S. employees under our Severance Pay Plan approved by the Board in 2008. Each of the following three employment agreements were amended in December 2008 in order to comply with the deferred compensation section 409A of the Code.

        Agreement with Kenneth D. Tuchman.    We entered into an employment agreement with Mr. Tuchman, our Chairman and CEO, in October 2001. If, during the term, we terminate Mr. Tuchman's employment other than for cause, death or disability or if Mr. Tuchman resigns for "good cause", we will pay Mr. Tuchman as severance a sum equal to 24 months of Mr. Tuchman's then current base salary, plus 24 months of continued fringe benefits that he would have been entitled to

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receive as of the date of his termination. For purposes of Mr. Tuchman's employment agreement, "good cause" means (i) a material decrease in Mr. Tuchman's base salary and/or a material decrease in Mr. Tuchman's employee benefits (other than pursuant to a general reduction or modification of such salary or benefits generally applicable to TeleTech's senior executives); or (ii) a material change in the responsibilities or duties assigned to Mr. Tuchman, as measured against Mr. Tuchman's responsibilities or duties immediately prior to such change, that causes Mr. Tuchman to be of materially reduced stature or responsibility; or (iii) the occurrence of circumstances establishing constructive discharge under the common law of the State of Colorado, under which TeleTech's conduct makes or allows Mr. Tuchman's working conditions to become so intolerable that Mr. Tuchman has no reasonable choice but to resign. However, a constructive discharge does not exist unless a reasonable person would concur with Mr. Tuchman's opinion that the working conditions are intolerable. In addition, all of Mr. Tuchman's unvested stock options that would have vested under his option agreements during the 12 months following his date of termination will vest. In December 2008, the Compensation Committee authorized an amendment to Mr. Tuchman's employment agreement in order to ensure that the severance payments would comply with, or be exempt from, the deferred compensation rules of the Internal Revenue Service and therefore, would not trigger additional taxation under section 409A of the Code. Under the amendment, the amounts due to Mr. Tuchman that are not exempt from section 409A of the Code will be payable to him in a lump sum within 60 days following the date of termination of Mr. Tuchman's employment. Prior to the amendment, the amounts due were payable to Mr. Tuchman in 24 equal monthly installments after the termination of Mr. Tuchman's employment. During Mr. Tuchman's employment and for a period of three years thereafter, Mr. Tuchman is subject to non-competition, non-solicitation and confidentiality provisions.

        Agreement with James E. Barlett.    We entered into an employment agreement with Mr. Barlett, our Vice Chairman, in October 2001. If, during the term, we terminate Mr. Barlett's employment other than for cause, death or disability or if Mr. Barlett resigns for "cause", we will pay to Mr. Barlett as severance a sum equal to 24 months of Mr. Barlett's then current base salary, plus 24 months of continued fringe benefits that he would have been entitled to receive as of the date of his termination. For purposes of Mr. Barlett's employment agreement, "cause" means (i) a material decrease in Mr. Barlett's base salary and/or a material decrease in Mr. Barlett's employee benefits (other than pursuant to a general reduction or modification of such salary or benefits generally applicable to TeleTech's senior executives); or (ii) a material change in the responsibilities or duties assigned to Mr. Barlett, as measured against Mr. Barlett's responsibilities or duties immediately prior to such change, that causes Mr. Barlett to be of materially reduced stature or responsibility; or (iii) the occurrence of circumstances establishing constructive discharge under the common law of the State of Colorado, under which TeleTech's conduct makes or allows Mr. Barlett's working conditions to become so intolerable that Mr. Barlett has no reasonable choice but to resign. However, a constructive discharge does not exist unless a reasonable person would concur with Mr. Barlett's opinion that the working conditions are intolerable. In addition, all of Mr. Barlett's unvested stock options that would have vested under his option agreements during the 12 months following his date of termination will vest. In December 2008, the Compensation Committee authorized an amendment to Mr. Barlett's employment agreement in order to ensure that the severance payments would comply with, or be exempt from, the deferred compensation rules of the Internal Revenue Service and therefore, would not trigger additional taxation under section 409A of the Code. Under the amendment, the amounts due to Mr. Barlett that are not exempt from section 409A of the Code will be payable in a lump sum within 60 days following the date of termination of Mr. Barlett's employment. Prior to the amendment, the amounts due were payable to Mr. Barlett in 24 equal monthly installments after the termination of Mr. Barlett's employment. During Mr. Barlett's employment and for a period of eighteen months thereafter, Mr. Barlett is subject to non-competition, non-solicitation and confidentiality provisions.

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        Agreement with Gregory G. Hopkins.    We entered into a letter agreement with Gregory Hopkins, our Executive Vice President, Global Accounts in April 2004. If we terminate Mr. Hopkins's employment without "cause", we will pay to Mr. Hopkins as severance a sum equal to six months of Mr. Hopkins' then current base salary. For purposes of Mr. Hopkins' employment agreement, "cause" exists if Mr. Hopkins engages in: commission of any felony, any crime involving dishonesty or moral turpitude, or any law or ethical rule relating to TeleTech; theft or misuse of TeleTech's property; violation of TeleTech's Code of Conduct; illegal use of any controlled substance; unauthorized use or disclosure of trade secrets or other confidential information of TeleTech; discriminatory or harassing behavior, whether or not illegal under federal, state or local law; willful misconduct in connection with Mr. Hopkins' duties; or failure to perform Mr. Hopkins' job duties in a satisfactory manner after Mr. Hopkins has been given 30 days written notice signed by the Human Resources Department that performance must be improved and, after receiving that notice, Mr. Hopkins has failed to improve performance. In December 2008, the Compensation Committee authorized an amendment to Mr. Hopkins' employment agreement in order to ensure that the severance payments would comply with the deferred compensation rules of the Internal Revenue Service and therefore, would not trigger additional taxation under section 409A of the Code. Under the amendment, the amount due to Mr. Hopkins is payable in a lump sum within the first two and one-half months of the year following the termination of Mr. Hopkins' employment. Prior to the amendment, the amount due was payable to Mr. Hopkins in a lump sum or in bi-weekly payments as mutually agreed upon at the time. During the time of Mr. Hopkins' employment and for a period of one year thereafter, Mr. Hopkins is subject to non-competition, non-solicitation and confidentiality provisions.

Change in Control

        The stock option and RSU agreements with the named executive officers have provisions for accelerated vesting if there is a change in control of TeleTech. Such vesting occurs on the effective date of a change in control. As defined in those agreements, a change of control means the occurrence of any one of the following events: (1) 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; (2) 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; (3) 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; (4) 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 (5) 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

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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.

        As of December 31, 2009, our standard option agreement for the named executive officers (as well as all individuals who are employed at the vice president level or higher) contained a provision whereby the vesting of such stock options (which typically have a four or five year vesting period) would accelerate by a period of two years immediately upon the occurrence of a change in control. On February 17, 2010, the Compensation Committee approved an amendment to the form of RSU Agreements governing the RSUs currently outstanding and held by our executive officers in order to address an ambiguity in such agreements and clarify that all unvested RSUs held by such executive officers will immediately vest on the effective date of a change in control of TeleTech. The intent of the original agreement was to provide full vesting for executive officers upon a change in control because such executive officers are at the most risk to have their employment terminated upon the occurrence of a change in control.

        The following table lists the named executive officers and the estimated amounts they would have become entitled to: (1) upon termination without cause or resignation for good cause; (2) upon termination for cause or voluntary resignation; (3) upon death; (4) upon disability; and (5) upon a

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change in control occurred on December 31, 2009 and if the named executive officer's employment was terminated upon the change in control:

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