TELETECH HOLDINGS INC
EXHIBIT 10.51
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>6
<FILENAME>a2043028zex-10_51.txt
<DESCRIPTION>EXHIBIT 10.51
<TEXT>

<PAGE>

                                                              EXHIBIT 10.51


                             TELETECH HOLDINGS, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "AGREEMENT") is entered into
between TELETECH HOLDINGS, INC., a Delaware corporation ("TELETECH"), and
Michael Foss ("OPTIONEE"), as of December 6, 2000 (the "GRANT DATE"). In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:

     1. GRANT OF OPTION. Subject to the terms and conditions of the TeleTech
Holdings, Inc. 1999 Stock Option and Incentive Plan (the "PLAN"), a copy of
which is attached hereto and incorporated herein by this reference, TeleTech
grants to Optionee an option (the "OPTION") to purchase 50,000 shares (the
"SHARES") of TeleTech's common stock, $.01 par value (the "COMMON STOCK"), at a
price equal to US$21.5625 per share (the "OPTION PRICE"). The Option Price has
been determined by the Compensation Committee of the Board of Directors of
TeleTech (the "COMMITTEE"), acting in good faith, to be the fair market value of
the Common Stock on the Grant Date based upon the last sale price for Common
Stock reported by The Nasdaq Stock Market, Inc. as of the close of business on
the Grant Date.

     The Option is not intended to qualify as an incentive stock option
described in Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE"). All provisions of this Agreement are to be construed in conformity with
this intention.

     2. TERM: OPTION RIGHTS. Except as provided below, the Option shall be valid
for a term commencing on the Grant Date and ending 10 years after the Grant Date
(the "EXPIRATION DATE").

          (a) RIGHTS UPON TERMINATION OF EMPLOYMENT. If Optionee 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) Optionee's death, or (iii) Optionee's mental, physical or emotional
disability or condition (a "DISABILITY"), any then vested portion of the Option
shall be exercisable at any time prior to the earlier of the Expiration Date or
the date three months after the date of termination of Optionee's employment.

          (b) RIGHTS UPON TERMINATION FOR CAUSE. If Optionee's employment with
TeleTech and/or its Subsidiaries is terminated for Cause, the Option shall be
immediately cancelled, no portion of the Option may be exercised thereafter and
Optionee shall forfeit all rights to the Option. The term "Cause" shall have the
meaning given to such term or to the term "For Cause" or other similar phrase in
Optionee's Employment Agreement with TeleTech or any Subsidiary; provided,
however, that (i) if at any time Optionee'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 Optionee's death or Disability.

          (c) RIGHTS UPON OPTIONEE'S DEATH OR DISABILITY. If Optionee's
employment with TeleTech and/or its Subsidiaries is terminated as a result of
(i) Optionee's death, any then vested portion of the Option may be exercised at
any time prior to the earlier of the Expiration Date or the


                                      -1-

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date six months after the date of Optionee's death, or (ii) Optionee's
Disability, any then vested portion of the Option may be exercised at any time
prior to the earlier of the Expiration Date or the date six months after the
date of Optionee's employment is terminated as a result of Optionee's
Disability.

     3. VESTING. The Option may only be exercised to the extent vested. Any
vested portion of the Option may be exercised at any time in whole or from time
to time in part. The Option shall vest according to the following schedule (each
date set forth below, a "VESTING DATE"):

<TABLE>
<CAPTION>
                                                               Cumulative
                                                              Percentage of
                  Vesting Date                                Option Vested
                  ------------                                --------------
<S>                        <C>                                <C>
                  December 6, 2001                                25%

                  December 6, 2002                                50%

                  December 6, 2003                                75%

                  December 6, 2004                               100%

</TABLE>

Optionee must be employed by TeleTech or any Subsidiary on any Vesting Date, in
order to vest in the portion of the Option set forth in the chart above that
vests on such Vesting Date. No portion of the Option shall vest between Vesting
Dates; if Optionee ceases to be employed by TeleTech or any Subsidiary for any
reason, then any portion of the Option that is scheduled to vest on any Vesting
Date after the date Optionee's employment is terminated automatically shall be
forfeited as of the termination of employment.

     3A. VESTING FOLLOWING A CHANGE IN CONTROL.

          (a) ACCELERATED VESTING. Notwithstanding the vesting schedule
contained in Section 3,


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               (i) upon a Change in Control (as hereinafter defined), any
          unvested portion of the Option that is scheduled to vest (pursuant to
          Section 3) within 24 months following the date the Change of Control
          becomes effective shall vest and become immediately exercisable as of
          the effective date of the Change of Control, with the remainder of the
          unvested portion of the Option vesting pursuant to Section 3, as
          accelerated by this Section 3A and clarified by the following example:

                    For example, assume that on June 1, 2000 an optionee was
               granted an option to acquire 10,000 shares of Common Stock, which
               option vests over five years, pro rata, on each anniversary of
               the grant date. On June 5, 2001, a Change of Control is
               consummated. As of June 5, 2001, the optionee will be fully
               vested in the option with respect to 6,000 shares (i.e., the
               2,000 shares that vested on June 1, 2001, plus an additional
               4,000 shares that vested on June 5, 2001 in accordance with the
               accelerated vesting provisions of this Section 3A), and the
               remaining unvested portion of the option would vest (assuming all
               other conditions to vesting are satisfied) with respect to the
               remaining 4,000 shares on each of June 1, 2002 (2,000 shares) and
               June 2, 2003 (2,000 shares).

               (ii) if Optionee's employment with TeleTech or any Subsidiary is
          terminated within 24 months following a Change in Control, then the
          entire amount of the Option shall become 100% vested and immediately
          exercisable as of Optionee's Termination Date (as defined herein);
          PROVIDED, HOWEVER, that the accelerated vesting described in the
          foregoing clause (ii) shall not apply if Optionee's employment with
          TeleTech is terminated (A) by Optionee for any reason other than for
          "Good Reason" (as defined herein), or (B) by TeleTech for "Cause" (as
          defined herein).

          (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;

                                      -3-

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               (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 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 September 1, 1999, 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.

          (c) OTHER DEFINITIONS. For purposes of this Section 3A, the following
terms have the meanings ascribed to them below:

               (i) "CAUSE" has the meaning given to such term, or to the term
          "For Cause" or other similar phrase, in Optionee's Employment
          Agreement with TeleTech or any Subsidiary, if any; PROVIDED, HOWEVER,
          that if at any time Optionee'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;
          PROVIDED, FURTHER, that, notwithstanding the provisions of Optionee's
          Employment Agreement or of the Plan, for purposes of this Agreement,
          TeleTech shall have the burden to prove that Optionee's employment was
          terminated for "Cause."

               (ii) "TERMINATION DATE " means the latest day on which Optionee
          is expected to report to work and is responsible for the performance
          of services to or on behalf of TeleTech or any Subsidiary,
          notwithstanding that Optionee may be entitled to receive payments from
          TeleTech (e.g., for unused vacation or sick time, severance payments,
          deferred compensation or otherwise) after such date; and

               (iii) "GOOD REASON" means (A) any reduction in Optionee's base
          salary; PROVIDED THAT a reduction in Optionee's base salary of 10% or
          less does not constitute "Good Reason" if such reduction is effected
          in connection with a reduction in compensation that is applicable
          generally to officers and senior management of TeleTech; (B)
          Optionee's


                                      -4-

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          responsibilities or areas of supervision within TeleTech or its
          Subsidiaries are substantially reduced; or (C) Optionee's principal
          office is relocated outside the metropolitan area in which Optionee's
          office was located immediately prior to the Change in Control;
          PROVIDED, HOWEVER, that temporary assignments made for the good of
          TeleTech's business shall not constitute such a move of office
          location.

     4. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
shall be effected by the giving of written notice to TeleTech in accordance with
the Plan and payment of the aggregate Option Price for the number of Shares to
be acquired pursuant to such exercise.

     5. PAYMENT FOR SHARES. Payment of the Option Price (or portion thereof)
shall be made in cash or by such other method as may be permitted by the
Committee in accordance with the provisions of the Plan. No Shares shall be
delivered upon exercise of the Option until full payment has been made and all
applicable withholding requirements satisfied.

     6. OPTIONS NOT TRANSFERABLE AND SUBJECT TO CERTAIN RESTRICTIONS. The Option
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 as defined in Section 414(p) of the Code. During
Optionee's lifetime, the Option may be exercised only by the Optionee or by a
legally authorized representative. In the event of Optionee's death, the Option
may be exercised by the distributee to whom Optionee's rights under the Option
shall pass by will or by the laws of descent and distribution.

     7. ACCEPTANCE OF PLAN. Optionee hereby accepts and agrees to be bound by
all the terms and conditions of the Plan.

     8. NO RIGHT TO EMPLOYMENT. Nothing herein contained shall confer upon
Optionee 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 Optionee. Nothing contained herein shall confer any
rights upon Optionee as a stockholder of TeleTech, unless and until Optionee
actually receives Shares.

     9. COMPLIANCE WITH SECURITIES LAWS. The Option shall not be exercisable and
Shares shall not be issued pursuant to exercise of the Option unless the
exercise of the Option and the issuance and delivery of Shares pursuant thereto
shall comply with all relevant provisions of law including, without limitation,
the Securities Act of 1933, as amended (the "SECURITIES 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 Optionee in order to
satisfy any of the foregoing relevant provisions of law, TeleTech may, as a
condition to the exercise of the Option, require Optionee to represent and
warrant at the time of exercise that the Shares to be delivered as a result of
such exercise are being acquired solely for investment and without any present
intention to sell or distribute such Shares.

                                      -5-

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         10. ADJUSTMENTS. Subject to the sole discretion of the Board of
Directors, TeleTech may, with respect to any unexercised portion of the Option,
make any adjustments necessary to prevent accretion, or to protect against
dilution, in the number and kind of shares covered by the Option and in the
applicable exercise price thereof 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 10, 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.

     11. NO OTHER RIGHTS. Optionee 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 Optionee's right to acquire any shares of Common Stock,
stock options or awards under the Plan, and Optionee hereby releases, acquits
and forever discharges TeleTech, the Subsidiaries and anyone acting on their
behalf of and from all claims, demands or causes 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.

     12. CONFIDENTIALITY. OPTIONEE AGREES NOT TO DISCLOSE, DIRECTLY OR
INDIRECTLY, TO ANY OTHER EMPLOYEE OF TELETECH AND TO KEEP CONFIDENTIAL ALL
INFORMATION RELATING TO ANY OPTIONS OR OTHER AWARDS GRANTED TO OPTIONEE,
PURSUANT TO THE PLAN OR OTHERWISE, INCLUDING THE AMOUNT OF ANY SUCH AWARD, THE
EXERCISE PRICE AND THE RATE OF VESTING THEREOF; PROVIDED THAT OPTIONEE SHALL BE
ENTITLED TO DISCLOSE SUCH INFORMATION TO SUCH OF OPTIONEE'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.

     13. 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 13, 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.

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

     15. 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

                                      -6-

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Optionee relating to Optionee's entitlement to stock options, Common Stock or
similar benefits, under the Plan or otherwise.

     16. AMENDMENT. This Agreement may be amended and/or terminated at any time
by mutual written agreement of TeleTech and Optionee.

     17. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than Optionee and Optionee's
respective successors and assigns expressly permitted herein, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

     18. GOVERNING LAW. The construction and operation of this Agreement are
governed by the laws of the State of Delaware (without regard to its conflict of
laws provisions).


                                      -7-


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         Executed as of the date first written above.


                                       TELETECH HOLDINGS, INC.




                                       By:  /s/ Margot O'Dell
                                          --------------------------------------
                                            Margot O'Dell,
                                            Chief Financial Officer






                                            /s/ Michael Foss
                                       -----------------------------------------
                                       Signature of Michael Foss ("Optionee")



                                       -----------------------------------------
                                       Optionee's Social Security Number


                                      -8-
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