TELETECH HOLDINGS INC
BARLETT RESTRICTED STOCK AGREEMENT
<DOCUMENT>
<TYPE>EX-10.72
<SEQUENCE>12
<FILENAME>dex1072.txt
<DESCRIPTION>BARLETT RESTRICTED STOCK AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.72

                             TELETECH HOLDINGS, INC.
                           RESTRICTED STOCK AGREEMENT

     THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is entered into between
                                           ---------
TELETECH HOLDINGS, INC., a Delaware corporation ("TeleTech"), and James E.
                                                  --------
Barlett ("Grantee"), as of October 15, 2001 (the "Grant Date"). In consideration
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of the mutual promises and covenants made herein, the parties hereby agree as
follows:

     1. Grant of Restricted Stock. Subject to the terms and conditions of the
        -------------------------
TeleTech Holdings, Inc. 1999 Stock Option and Incentive Plan as amended (the
"Plan"), a copy of which is attached hereto and incorporated herein by this
 ----
reference, TeleTech grants to Grantee restricted stock (the "Restricted Stock")
in the amount of 50,000 shares (the "Grant") of TeleTech's common stock, $.01
                                     -----
par value (the "Common Stock").
                ------------

     2. Term: Grant Rights. Except as provided below, the Grant shall be valid
        -------------------
for a term commencing on the Grant Date and ending upon the date when all
restrictions on the Restricted Stock under the Grant have lapsed. (the
"Expiration Date").
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          (a) Rights Upon Termination of Employment. If Grantee ceases to be
              -------------------------------------
employed by TeleTech or any of its subsidiaries or affiliates (collectively, the
"Subsidiaries") for any reason other than (i) for "Cause" (as defined herein),
 ------------
(ii) Grantee's death, or (iii) Grantee's mental, physical or emotional
disability or condition (a "Disability"), Grantee shall forfeit all rights to
                            ----------
the unearned portion of the Grant.

          (b) Rights Upon Termination For Cause. If Grantee's employment with
              ---------------------------------
TeleTech and/or its Subsidiaries is terminated for Cause, the Grant shall be
immediately cancelled, no portion of the Grant may be earned thereafter and
Grantee shall forfeit all rights to the unearned portion of the Grant. The term
"Cause" shall have the meaning given to such term or to the term "For Cause" or
other similar phrase in Grantee's Employment Agreement with TeleTech or any
Subsidiary; provided, however, that (i) if at any time Grantee's employment with
TeleTech or any Subsidiary is not governed by  an employment agreement, then the
term "Cause" shall have the meaning given to such term in the Plan, and (ii)
"Cause" shall exclude Grantee's death or Disability.

          (c) Rights Upon Grantee's Death or Disability. If Grantee's employment
              -----------------------------------------
with TeleTech and/or its Subsidiaries is terminated as a result of Grantee's
death or Disability, Grantee shall forfeit all rights to the unearned portion of
the Grant.

     3. Restriction Lapse. The shares of Restricted Stock subject to the Grant
        ------------------
shall be restricted and the Grant may only be earned to the extent that the
restrictions on the stock under the Grant have lapsed according to the schedule
("Schedule") below.

<PAGE>

--------------------------------------------------------------------------------
Restriction Lapse Date                    Cumulative Percentage of Grant Earned
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   October 15, 2005                                     100%
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Grantee must be employed by TeleTech or any Subsidiary on any Restriction Lapse
Date, in order to earn the portion of the Grant set forth in the Schedule above.
No portion of the Grant shall be earned prior to the Restriction Lapse Date; if
Grantee ceases to be employed by TeleTech or any Subsidiary for any reason, then
except as specifically provided herein, any portion of the Grant that is
scheduled to be earned on the Restriction Lapse Date after the date Grantee's
employment is terminated automatically shall be forfeited as of the termination
of employment.

     4. Restriction Lapses Following a Change in Control
        ------------------------------------------------

          (a) Change in Control. Notwithstanding the Schedule contained in
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Section 3, upon a Change in Control restrictions shall lapse automatically with
respect to all shares of Restricted Stock under the Grant.

          (b) Definition of "Change in Control". For purposes of this Agreement,
              --------------------------------
"Change in Control" means the occurrence of any one of the following events:
 -----------------

                    (i) any consolidation, merger or other similar transaction
          (A) involving TeleTech, if TeleTech is not the continuing or surviving
          corporation, or (B) which contemplates that all or substantially all
          of the business and/or assets of TeleTech will be controlled by
          another corporation;

                    (ii) any sale, lease, exchange or transfer (in one
          transaction or series of related transactions) of all or substantially
          all of the assets of TeleTech (a "Disposition"); provided, however,
                                            -----------    --------  -------
          that the foregoing shall not apply to any Disposition to a corporation
          with respect to which, following such Disposition, more than 51% of
          the combined voting power of the then outstanding voting securities of
          such corporation is then beneficially owned, directly or indirectly,
          by all or substantially all of the individuals and entities who were
          the beneficial owners of at least 51% of the then outstanding Common
          Stock and/or other voting securities of TeleTech immediately prior to
          such Disposition, in substantially the same proportion as their
          ownership immediately prior to such Disposition;

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

                    (iv) the acquisition by any "person" (as such term is used
          in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
          as amended), or two or more persons acting in concert, of beneficial
          ownership (within the meaning of Rule 13d-3 promulgated under the
          Securities Exchange Act of 1934, as

<PAGE>

          amended) of 51% or more of the outstanding shares of voting stock of
          TeleTech; provided, however, that for purposes of the foregoing,
                    --------  -------
          "person" excludes Kenneth D. Tuchman and his affiliates; provided,
                                                                   --------
          further that the foregoing shall exclude any such acquisition (A) by
          -------
          any person made directly from TeleTech, (B) made by TeleTech or any
          Subsidiary, or (C) made by an employee benefit plan (or related trust)
          sponsored or maintained by TeleTech or any Subsidiary; or

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

     5. Certificates. All certificates representing shares under the Grant
        ------------
issued to the Grantee pursuant to this Agreement will contain the following
legend:

          "This certificate and the shares represented hereby are
          subject to the terms and conditions (including forfeiture
          and restrictions against transfer) contained in the TeleTech
          Holdings, Inc. 1999 Stock Option and Incentive Plan, as
          amended and an Agreement entered into by the registered
          owner. Release from such terms and conditions shall be
          obtained only in accordance with the provisions of the Plan
          and Agreement, a copy of each of which is on file in the
          office of the Secretary of said TeleTech Holdings, Inc.."

The shares of Restricted Stock under the Grant will be unregistered shares and,
in addition to the legend set forth above, shall contain the following legend:

          "The shares represented by this Certificate have not been
     registered under the Securities Act of 1933, as amended (the "Act")
     and are `restricted securities' as that term is defined in Rule 144
     under the Act. The shares may not be offered for sale, sold or
     otherwise transferred except pursuant to an effective registration
     statement under the Act, or pursuant to an exemption from registration
     under the Act, the availability of which is to be established to the
     satisfaction of the Company".

     6. Rights of Grantee. Exception for the restrictions set forth herein, the
        -----------------
Grantee will have any and all rights of a stockholder of Common Stock of the
Company, including voting rights and the right to receive dividends.

     7. Grants Not Transferable and Subject to Certain Restrictions. Unearned
        -----------------------------------------------------------
shares may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order

<PAGE>

as defined in Section 414(p) of the Internal Revenue Code. During Grantee's
lifetime, the Grant may be earned only by the Grantee.

     8. Acceptance of Plan. Grantee hereby accepts and agrees to be bound by all
        -------------------
the terms and conditions of the Plan.

     9. No Right to Employment. Nothing herein contained shall confer upon
        ----------------------
Grantee any right to continuation of employment by TeleTech or any Subsidiary,
or interfere with the right of TeleTech or any Subsidiary to terminate at any
time the employment of Grantee.

     10. Compliance with Securities Laws. The shares of Restricted Stock issued
         -------------------------------
pursuant to the Grant shall be unregistered shares which have not been
registered under the Securities and Exchange Act of 1933, as amended (the
"Act")and are restricted securities under as that terms is defined in Rule 144
under the Act. The issuance of the shares of Restricted Stock and any subsequent
sale or transfer, must comply with all relevant provisions of law including,
without limitation, the Act, the Securities Exchange Act of 1934, as amended,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which Common Stock may then be listed, and shall be further
subject to the approval of counsel for TeleTech with respect to such compliance.
If, in the opinion of counsel for TeleTech, a representation is required to be
made by Grantee in order to satisfy any of the foregoing relevant provisions of
law, TeleTech may, as a condition to the lapse on restrictions of the shares of
Restricted Stock under the Grant, require Grantee to represent and warrant at
the time of lapse that the Shares to be delivered as a result of such lapse are
being acquired solely for investment and without any present intention to sell
or distribute such shares.

     11. Adjustments. Subject to the sole discretion of the Board of Directors,
         -----------
TeleTech may, with respect to any unearned portion of the Grant, make any
adjustments necessary to prevent accretion, or to protect against dilution, in
the number and kind of shares covered by the Grant in the event of a change in
the corporate structure or shares of TeleTech; provided, however, that no
adjustment shall be made for the issuance of preferred stock of TeleTech or the
conversion of convertible preferred stock of TeleTech. For purposes of this
Section 11, a change in the corporate structure or shares of TeleTech includes,
without limitation, any change resulting from a recapitalization, stock split,
stock dividend, consolidation, rights offering, spin-off, reorganization or
liquidation, and any transaction in which shares of Common Stock are changed
into or exchanged for a different number or kind of shares of stock or other
securities of TeleTech or another entity.

     12. No Other Rights. Grantee hereby acknowledges and agrees that, except as
         ---------------
set forth herein, no other representations or promises, either oral or written,
have been made by TeleTech, any Subsidiary or anyone acting on their behalf with
respect to Grantee's right to acquire any shares of Common Stock, stock Grants
or awards under the Plan, and Grantee hereby releases, acquits and forever
discharges TeleTech, the Subsidiaries and anyone acting on their behalf of and
from all claims, demands or causes

<PAGE>

of action whatsoever relating to any such representations or promises and waives
forever any claim, demand or action against TeleTech, any Subsidiary or anyone
acting on their behalf with respect thereto.

     13. Confidentiality. GRANTEE AGREES NOT TO DISCLOSE, DIRECTLY OR
         ---------------
INDIRECTLY, TO ANY OTHER EMPLOYEE OF TELETECH AND TO KEEP CONFIDENTIAL ALL
INFORMATION RELATING TO ANY GRANTS OR OTHER AWARDS GRANTED TO GRANTEE, PURSUANT
TO THE PLAN OR OTHERWISE, INCLUDING THE AMOUNT OF ANY SUCH AWARD, THE EXERCISE
PRICE AND THE RATE OF VESTING THEREOF; PROVIDED THAT GRANTEE SHALL BE ENTITLED
TO DISCLOSE SUCH INFORMATION TO SUCH OF GRANTEE'S ADVISORS, REPRESENTATIVES OR
AGENTS, OR TO SUCH OF TELETECH'S OFFICERS, ADVISORS, REPRESENTATIVES OR AGENTS
(INCLUDING LEGAL AND ACCOUNTING ADVISORS), WHO HAVE A NEED TO KNOW SUCH
INFORMATION FOR LEGITIMATE TAX, FINANCIAL PLANNING OR OTHER SUCH PURPOSES OR AS
REQUIRED BY THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.

     14. Severability. Any provision of this Agreement (or portion thereof) that
         ------------
is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to
that jurisdiction and subject to this Section 14, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions thereof in such jurisdiction or rendering that or any
other provisions of this Agreement invalid, illegal, or unenforceable in any
other jurisdiction.

     15. References. Capitalized terms not otherwise defined herein shall have
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the same meaning ascribed to them in the Plan.

     16. Entire Agreement. This Agreement (including the Plan, which is
         ----------------
incorporated herein) constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements, oral or written, between TeleTech and Grantee
relating to Grantee's entitlement to stock grants, Common Stock or similar
benefits, under the Plan or otherwise.

     17. Amendment. This Agreement may be amended and/or terminated at any time
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by mutual written agreement of TeleTech and Grantee.

     18. No Third Party Beneficiary. Nothing in this Agreement, expressed or
         --------------------------
implied, is intended to confer on any person other than Grantee and Grantee's
respective successors and assigns expressly permitted herein, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

     19. Governing Law. The construction and operation of this Agreement are
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governed by the laws of the State of Delaware (without regard to its conflict of
laws provisions).

<PAGE>

                  Executed as of the date first written above.

                                     TELETECH HOLDINGS, INC.


                                     By:
                                        --------------------------------------
                                        Kenneth D. Tuchman
                                        Chief Financial Officer


                                     -----------------------------------------
                                     Signature of James E. Barlett ("Grantee")


                                     -----------------------------------------
                                     Grantee's Social Security Number

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