Exhibit 10.26


 


Notice of Grant of Stock Options &


Signature Page to the Option Agreement


 


	
   

  	
   

  	
  SITEL Corporation

  
	
   

  	
   

  	
  ID: 47-0684333

  
	
   

  	
   

  	
  111 South Calvert Street, Suite 1900

  
	
   

  	
   

  	
  Baltimore, Maryland 21202

  
	
   

  	
   

  	
  (410) 246-1505

  



 


	
   

  	
   

  	
  Option Number:

  
	
   

  	
   

  	
  Plan:

  
	
   

  	
   

  	
  ID:

  
	
   

  	
   

  	
   

  



 


You have been granted an option pursuant to the SITEL Corporation 1999
Stock Incentive Plan, as amended (the “Plan”).


 


The terms of the option are evidenced in the attached Option Agreement,
to which this Notice of Grant of Stock Options serves as the signature
page.  The following terms when used in
the Option Agreement have the meanings set forth below:


 


	
   

  	
  Optionee:

  	
   

  
	
   

  	
  Number of Option Shares:

  	
   

  
	
   

  	
  Grant Date:

  	
  March 14, 2002

  
	
   

  	
  Option Exercise Price:

  	
  $2.765

  
	
   

  	
  Latest Expiration Date:

  	
  March 14, 2012

  



 


The date or dates on which the option becomes exercisable is governed
by Section 3 of the Option Agreement, subject to additional terms and
conditions set forth in the Option Agreement and the Plan.  In no event shall the option be exercisable
after the Latest Expiration Date.


 


By your signature and the Company’s signature below, you and the
Company agree that the option whose terms are evidenced in the attached Option
Agreement has been granted under and is governed by the terms and conditions of
the Plan, and that you have received a copy of the Plan and the Option
Agreement. You specifically acknowledge the governing laws of Nebraska and the
exclusive jurisdiction of the Nebraska courts as set forth in Sections 10 and
11 of the Option Agreement.


 


	
   

  	
   

  	
   

  
	
  Vice President and Treasurer, SITEL Corporation

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Optionee]

  	
   

  	
  Date

  



 





















 


OPTION
AGREEMENT


(Incentive Stock
Option)


 


SITEL
CORPORATION


1999 STOCK INCENTIVE PLAN


 


THIS AGREEMENT entered into as of the Grant Date
between SITEL Corporation, a Minnesota corporation (the “Company”) and
Optionee.  Certain capitalized terms used
herein are defined in the attached Notice of Grant of Stock Options, which
serves as the signature page to this Option Agreement and is incorporated
herein by this reference.  All other capitalized
terms used and not otherwise defined herein shall have the meanings given them
in the SITEL Corporation 1999 Stock Incentive Plan, as amended (“Plan”).


 


1.             Grant
of Option.  The Company hereby grants
to Optionee an Incentive Stock Option (the “Option”) to purchase, up to and
including in the aggregate, that number of shares of voting common stock of the
Company, with a par value of $.001 each (the “Stock”) equal to the Number of
Option Shares at the Option Exercise Price, subject in all respects to the
terms and provisions of the Plan, which has been adopted by the Company and
which is incorporated herein by reference.


 


2.             Option
Exercise Price.  The Option Exercise
Price represents the Fair Market Value of a share of the Stock on the Grant
Date as determined in accordance with the Plan.


 


3.             When
Option Is Exercisable.


 


(a)           Exercise of Option.  This Option shall become exercisable on March
14, 2009 (the “Normal Exercise Date”); provided however that the
provisions of Section 3(b) or 3(c), whichever is applicable, shall apply
instead of the provisions of this Section 3(a) if the event described in
Section 3(b) or 3(c) occurs.  Once this
Option becomes exercisable, it shall remain exercisable until expiration, cancellation,
or termination of this Option. This Option may be exercised during such period
only in accordance with the other provisions of this Option Agreement and the
terms of the Plan. In no event may this Option be exercised after the Latest
Expiration Date.


 


(b)           Accelerated Exercise.  If both of the following performance goals
(the “Performance Goals”) are achieved by the Company as of any date prior to
the Normal Exercise Date, as determined by the Compensation Committee in its
sole discretion, then the provisions of this Section 3(b) shall apply instead
of the provisions of Section 3(a):


 


PERFORMANCE GOALS


 


(1)           Earnings Per Share Goal.  The Company achieves an annual earnings per
share equal to or exceeding Sixty Cents ($0.60) per diluted share (the “EPS
Goal”) as reported on the Company’s 10-K filed for any fiscal year ending after
the Grant Date; and


 


(2)           Share Price Goal.  The closing price for the Company’s Common
Stock as reported on the New York Stock Exchange throughout any consecutive
ninety calendar day period ending after the Grant Date equals or exceeds
Fifteen Dollars ($15.00) per share (the “Share Price Goal”).


 


If the Performance Goals are both
achieved before the Normal Exercise Date, this Option shall become exercisable
on the latter of (i) the date that the Company files its 10-K reporting
financial


 


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results which meet or exceed the
EPS Goal and (ii) the date that the Share Price Goal is met (the “Accelerated
Exercise Date”). Once this Option becomes exercisable, it shall remain
exercisable until expiration, cancellation, or termination of this Option. This
Option may be exercised during such period only in accordance with the other
provisions of this Option Agreement and the terms of the Plan. In no event may
this Option be exercised after the Latest Expiration Date.


 


(c)           Change of Control.  If both of the following occur on any date
prior to the Normal Exercise Date and the Accelerated Exercise Date, as
determined by the Compensation Committee in its sole discretion, then the
provisions of this Section 3(c) shall apply instead of the provisions of
Sections 3(a) and 3(b):


 


(1) A change of
control of the Company occurs, as defined in Section 13(b) of the Plan; and


 


(2) The closing
price for the Company’s Common Stock as reported on the New York Stock Exchange
equals or exceeds Twelve Dollars ($12.00) per share on the effective date of
such change of control of the Company (or on the trading day immediately
preceding such date, if such date is not a trading day).


 


If both (1) and (2)
occur before the Normal Exercise Date and the Accelerated Exercise Date, this
Option shall become exercisable on the effective date of such change of control
of the Company (the “Change of Control Exercise Date”) and the provisions of
Section 13(b) of the Plan shall not apply to this Option.  Once this Option becomes exercisable, it
shall remain exercisable until expiration, cancellation, or termination of this
Option.  This Option may be exercised
during such period only in accordance with the other provisions of this Option
Agreement and the terms of the Plan.  In
no event may this Option be exercised after the Latest Expiration Date.


 


4.             Effect
of Termination of Employment.


 


(a)           Prior
to the Option Becoming Exercisable.


 


(1)           Termination of
Employment For Any Reason Other Than Death or Disability.  If, prior to the date on which this Option
becomes exercisable pursuant to Section 3, the employment of Optionee with the
Company or any Subsidiary terminates for any reason other than death or
Disability, as determined by the Compensation Committee in its sole discretion,
then this Option shall terminate earlier than the Latest Expiration Date
immediately upon such termination of employment.


 


(2)           Termination of
Employment By Reason Of Death or Disability.   If, prior to the date on which this Option
becomes exercisable pursuant to Section 3, the employment of Optionee with the
Company or any Subsidiary terminates by reason of death or Disability, then
this Option shall remain in effect as to a prorated Number of Option Shares
following such date of termination of employment, and such prorated Number of
Option Shares shall become exercisable upon the earlier of the occurrence of
the Normal Exercise Date, the Accelerated Exercise Date,  or the Change of Control Exercise Date and
shall remain exercisable for a period of six (6) months following such date
subject to earlier expiration, cancellation, or termination of this option (but
in any event no later than the Latest Expiration Date), and any unexercised
portion of such prorated Number of Option Shares shall expire at the end of
such six (6) month period. This Option shall expire on the date of termination
of employment by reason of death or


 


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Disability as to the Number of Option Shares which is in excess of the
prorated Number of Option Shares.  The
prorated Number of Option Shares shall be equal to the Number of Option Shares
granted pursuant to this Agreement multiplied by a fraction, the numerator of
which is the number of whole months (not greater than 84) which the Optionee
has been employed by the Company or any Subsidiary since the Grant Date and the
denominator of which is eighty-four (84). 
Any exercise of the prorated Number of Option Shares pursuant to this
Section 4(b) when they become exercisable following Optionee’s death shall be
made only by the deceased Optionee’s executor or administrator or other duly
appointed representative reasonably acceptable to the Committee, unless the
deceased Optionee’s Will specifically devises such Option, in which case such
exercise shall be made only by the beneficiary of such specific devise.  If a deceased Optionee’s personal
representative or the beneficiary of a specific devise under such deceased
Optionee’s Will is entitled to exercise any Option pursuant to the preceding
sentence, then such representative or beneficiary shall be bound by all of the
terms and provisions of the Plan and the applicable Option Agreement which
would have applied to the deceased Optionee.


 


Optionee shall be
deemed to have a “termination of employment” upon his or her ceasing to be
employed by any of the Company or a Subsidiary or by a corporation assuming
this Option in a transaction to which Section 424(a) of the Code applies.  The Committee (or its delegatee under the
Plan) shall have the right to determine whether any leave of absence
constitutes a termination of employment for purposes of this Option.  The Committee (or its delegatee under the Plan)
shall have the right to determine whether the termination of employment of
Optionee is a dismissal for cause and the date of termination in such case,
which date the Committee may retroactively deem to be the date of the event
that constitutes cause for dismissal. 
Such determinations of the Committee shall be final, binding, and
conclusive.


 


(b)           After the Option Becomes
Exercisable.  If this Option is then
in effect and has become exercisable as described in Section 3 as of the date
Optionee’s employment with the Company or any Subsidiary terminates for any
reason, then Optionee shall be permitted to exercise this Option at the same
times set forth in Section 3 of this Option Agreement and subject to the same
conditions as would have been applicable under this Option Agreement had the
Optionee continued to be employed by the Company or any Subsidiary.


 


5.             Manner
of Exercise.  As to any portion or
all of this Option which is then exercisable, this Option shall be exercised by
Optionee delivering all of the following to the Company prior to the
expiration, cancellation or termination of this Option:  (a) a written notice of exercise duly signed
by Optionee, in the form provided by the Company; and (b) a certified or
cashier’s check (or other form of payment which is satisfactory to the Company in
its sole discretion) representing full payment of the Option Exercise Price for
the shares of Stock being purchased. 
Optionee acknowledges that before any shares will be delivered to
Optionee pursuant to exercise of this Option, provision must be made for the
satisfaction of all requirements, if any, for withholding taxes, either by the
Optionee paying to the Company the amount of withholding taxes or, if the
Company consents, by withholding from the shares issued to Optionee the number
of shares having a value equal to the withholding taxes due.


 


6.             Non-Transferability.  This Option may not be transferred in any
manner otherwise than by Will or the laws of descent and distribution, and may
be exercised during the lifetime of the Optionee only by the Optionee or his or
her legal representative.  The terms of
this Option Agreement shall be binding upon the executors, administrators,
heirs, successors, and assigns of the Optionee.


 


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7.             Subject
to Plan.  Optionee acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with
the terms and provisions thereof. 
Optionee accepts this Option subject to all the terms and provisions of
the Plan.   Optionee agrees to accept as
binding, conclusive, and final all decisions and interpretations of the
Committee upon any questions arising under the Plan or this Option Agreement.


 


8.             No
Rights as Shareholder.  Optionee
shall have no rights as a shareholder in respect of shares of Stock as to which
this Option shall not have been duly exercised and all payments and other
deliveries therefor made as provided in Section 5 and shall have no rights with
respect to such shares of Stock which are not expressly conferred by the Plan.


 


9.             No
Right to Continued Retention as Employee. 
Nothing in this Option Agreement shall confer or be deemed to confer
upon Optionee the right to continue in the employ of the Company or any
Subsidiary which employs Optionee or affect the right of the Company or any
Subsidiary which employs Optionee to terminate the employment of Optionee with
or without cause.


 


10.           Governing
Law.  This Agreement shall be
governed by and construed under the laws of the State of Nebraska, without
reference to the conflict of laws principles of such State.


 


11.           Venue.  With respect to any claim arising out of this
Option, Optionee hereby (a) irrevocably submits to the exclusive jurisdiction
of the courts of the State of Nebraska and the United States District Court
located in the City of Omaha, Nebraska; (b) irrevocably waives any objection
which Optionee may have at any time to the venue of any suit, action or
proceeding arising out of or relating to this Option Agreement brought in any
such court and irrevocably waives any claim that such suit, action or
proceeding is brought in an inconvenient forum; and (c) irrevocably waives the
right to object, with respect to such claim, suit, action or proceeding brought
in any such court, that such court does not have jurisdiction over Optionee.


 


12.           Waiver.  Nothing in the Plan or in the Optionee’s
contract of employment shall be construed as giving Optionee a right to be
designated for participation in the Plan or to receive, or be considered for,
an option under the Plan.  Options
granted pursuant to the Plan and this Agreement are voluntarily granted by the
Company, and Optionee has no legal claim to continued grants of such
options.  The Company may amend or
terminate the Plan at any time.  Neither
an option nor the shares to which it relates shall be pensionable for any
purpose.  The rights and obligations of
Optionee under the terms or conditions of his or her office or employment shall
not be affected by Optionee’s participation in the Plan or any right Optionee
may have to participate in the Plan.  An Optionee
who participates in the Plan waives all and any rights to compensation or
damages in consequence of the termination of Optionee’s office or employment
with SITEL or any Subsidiary whether lawfully or in breach of contract insofar
as those rights arise, or may arise, from Optionee ceasing to have rights
under, or be entitled to exercise this Option or any other option under, the
Plan as a result of such termination or from the loss or diminution in value of
such rights or entitlement.  If
necessary, Optionee’s terms of employment shall be varied accordingly.


 


13.           Severability.  If a provision of this Option is or becomes
invalid in whole or in part or if there is an omission in this Option, the
validity of the remaining provisions shall not be affected.  In place of the invalid provision and to fill
in an omission an appropriate provision shall be effective which, to the extent
legally possible, most closely reflects the intention of the contractual
parties if they had considered this point. 
If a provision is invalid due to a measurement of duty of time (deadline
or date), it shall be replaced with a provision containing the nearest
measurement allowed by law.


 


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14.           Designation
as Incentive Stock Option.  This
Option is intended to qualify, to the maximum extent possible, for special
federal income tax treatment pursuant to Sections 421 and 422 of the Internal
Revenue Code of 1986, as now in existence or subsequently amended (the “Code”),
or pursuant to a successor provision of the Code. Currently, Section 422 of the
Code permits an Incentive Stock Option to be issued to the extent that the
aggregate Fair Market Value (determined as of the time the Incentive Stock
Option is granted) of the Stock with respect to which such Incentive Stock
Option is first exercisable by Optionee during any calendar year is not greater
than $100,000. This Option is within such limits and accordingly is hereby
designated as an Incentive Stock Option. Optionee shall notify the Company of
any disposition of shares of stock issued pursuant to the exercise of this
Option under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions) within ten (10) days after
such disposition.


 


[End of document]


 


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