Exhibit 10.29


 


Notice of Grant of Stock Options &


Signature Page to the Option Agreement


 


	
   

  	
   

  	
  SITEL Corporation

  
	
   

  	
   

  	
  ID: 
  47-0684333

  
	
   

  	
   

  	
  7277 World Communications Drive

  
	
   

  	
   

  	
  Omaha, Nebraska 
  68122

  
	
   

  	
   

  	
  (402) 963 6810

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
  Jorge A. Celaya

  
	
  Number of Option Shares:

  	
   

  	
  One Hundred Eighty-One Thousand Eight Hundred
  Eighteen (181,818)

  
	
  Grant Date:

  	
   

  	
  October 27, 2003

  
	
  Option Exercise Price:

  	
   

  	
  $1.65

  
	
  Latest Expiration Date:

  	
   

  	
  October 27, 2013

  



 


The date or dates on which the option becomes exercisable is governed
by Sections 3 and 4 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.


 


	
   

  	
   

  	
  October 27, 2003

  	
   

  
	
  [authorized signator], SITEL Corporation

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  October 27, 2003

  	
   

  
	
  Jorge A. Celaya

  	
   

  	
  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.  This
Option shall become exercisable in three (3) installments. Each such
installment shall permit the purchase of one-third (33-1/3%) of the Number of
Option Shares.  The first installment
shall become exercisable on the first year anniversary of the Grant Date and
succeeding installments shall become exercisable on the second and third year
anniversaries, respectively, of the Grant Date. 
Once an Option installment becomes exercisable, it shall remain
exercisable until expiration, cancellation, or termination of this Option.  This Option may not be exercised after the Latest
Expiration Date and may be exercised during its term only in accordance with
the other provisions of this Option Agreement and the terms of the Plan.


 


4.                                       Special Provisions Concerning Exercise or
Termination.  If this Option is then in effect, it shall
become exercisable earlier than the dates specified in Section 3 or shall
terminate earlier than the Latest Expiration Date described in Section 3, as
the case may be, upon the events described below:


 


(a)                                  Change of Control.  If a
change of control of the Company occurs, as defined in Section 13(b) of the
Plan, prior to the third year anniversary of the Grant Date, as determined by
the Committee in its sole discretion, then any remaining installments of this
Option which have not yet become exercisable shall become exercisable effective
immediately prior to such change of control. Once this Option becomes
exercisable pursuant to this Section 4(a), 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.


 


(b)                                 Company’s Termination of Optionee’s Employment
Other Than For Cause.  If Optionee’s employment with the Company is
terminated by the Company other than for Cause (as defined in Section 4(c))
prior to October 27, 2005, then any remaining installments of this Option which
have not yet become exercisable shall become exercisable upon the effective
date of such termination other than for Cause. 
Once this Option becomes exercisable pursuant to this Section 4(b), it
may be exercised by Optionee in whole or in part at any time prior to October
27, 2005 (but in no event later than the Latest Expiration Date), at which time
any unexercised portion of this


 


2





















 


Option shall terminate.  The
termination of Optionee’s employment with Company by reason of Optionee’s death
shall not be considered a termination by the Company but rather shall be
considered a termination by the Optionee covered by Section 4(d) below.


 


(c)                                  Termination of Employment For Cause.  If the
employment of Optionee with the Company is terminated by the Company for Cause
(as defined below), as determined by the Committee in its sole discretion, then
this Option shall terminate immediately upon such termination of
employment.  For purposes of this Section
4(c) (and only for such purpose), “Cause” shall mean only (i) Optionee’s
confession or conviction of theft, fraud, embezzlement, any other crime
involving dishonesty, or any felony, (ii) Optionee’s excessive absenteeism
(other than by reason of a “Disability”, which for this purpose shall mean any
physical or mental disability which, without regard to any required waiting periods,
would be covered by the Company’s then current group insurance policy for short
term disability on file with SWW human resources) without reasonable cause,
(iii) bad faith or dishonest conduct on the part of the Optionee which is
materially detrimental to the Company, its subsidiaries or affiliates, (iv)
Optionee’s violation in any material respect of any confidentiality obligations
to the Company, or any subsidiary or affiliate of the Company, or its clients,
vendors or strategic partners, or engaging in activities which are competitive
with the business of the Company, its subsidiaries or affiliates, (v) Optionee’s
inability to perform his duties and responsibilities as an executive of the
Company in any material respect as a result of his use of alcohol or illegal
drugs, (vi) Optionee’s habitual failure to perform or negligence in performing
in any material respect his duties and responsibilities as an executive of the
Company (other than because of a Disability) and Optionee’s failure to cure
such failure to perform or negligence within 30 days after Optionee’s receipt
of a written notice from the Company’s Chief Executive Officer setting forth in
reasonable detail the particulars of such failure to perform or negligence, or
(vii) the failure on the part of the Optionee to comply in any material respect
with Company policies or a lawful directive of the Company’s Chief Executive
Officer (other than because of a Disability) and Optionee’s failure to cure
such non-compliance within 10 days after Optionee’s receipt of a written notice
from the Chief Executive Officer setting forth in reasonable detail the
particulars of such non-compliance.


 


(d)                                 Termination of Employment Because of Death.  If
Optionee dies while employed by the Company, or within three (3) months after
the termination of employment of Optionee with the Company other than for
cause, then the following provisions shall apply.  Any portion of this Option which has not
become exercisable under Section 3 as of the date of such termination of employment
shall terminate immediately upon such termination of employment.  Any portion of this Option which has become
exercisable under Section 3 as of the date of such termination of employment
shall remain exercisable until the one year anniversary of the date of such
termination of employment (but in any event no later than the Latest Expiration
Date), at which time it shall terminate. 
Any such exercise of the Option 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.


 


(e)                                  Termination of Employment Other Than For Cause or
Because of Death.  If Optionee’s employment with the Company
terminates for any reason other than death or termination by Company for cause,
then the following provisions shall apply. 
Any portion of this Option which has not become exercisable under
Section 3 or Section 4(a) as of the date of such termination of employment shall
terminate immediately upon such termination of employment.  Any portion of


 


3





















 


this Option which has become exercisable under Section 3 or Section
4(a) as of the date of such termination of employment shall remain exercisable
until the three-month anniversary of the date of such termination of employment
(but in any event no later than the Latest Expiration Date), at which time it
shall terminate.


 


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.


 


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.


 


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


 


4





















 


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.


 


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]


 


5