Exhibit
10.24


 


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:

  
	
   

  	
  Class:

  



 


You have been granted an
option pursuant to the Amended and Restated SITEL Corporation 1995 Employee
Stock Option Plan (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:

  	
  January 18, 1999

  
	
  Option Exercise Price:

  	
  4.78125

  
	
  Latest Expiration Date:

  	
  January 18, 2009

  



 


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.


 


 


	
   

  	
   

  	
   

  
	
  SITEL Corporation

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Optionee]

  	
  Date

  



 





















 


OPTION
AGREEMENT


 


AMENDED
AND RESTATED

SITEL CORPORATION 1995 EMPLOYEE

STOCK OPTION 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 Amended and Restated SITEL Corporation 1995
Employee Stock Option Plan (“Plan”).


 


1.                                       Grant
of Option.  The Company hereby grants
to Optionee the option (“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 five (5) installments.  Each such installment shall permit the
purchase of twenty percent (20%) 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, third, fourth and fifth
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 Termination. 
If this Option is then in effect, it shall terminate earlier than the
Latest Expiration Date described in Section 3, upon the events described
below:


 


(a)                                  Termination
of Employment For Cause.  If the
employment of Optionee with the Company or any Subsidiary is terminated by the
Company or Optionee For Cause as determined by the Committee, this Option shall
terminate immediately upon such termination of employment.


 


(b)                                 Termination
of Employment Because of Death.  If
Optionee dies while employed by the Company or any Subsidiary, or within three
(3) months after the termination of employment of Optionee with the Company
other than For Cause, then the


 


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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.


 


(c)                                  Termination
of Employment Other Than For Cause or Because of Death.  If Optionee’s employment with the Company or
any Subsidiary 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 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 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 in its discretion may determine
whether any leave of absence constitutes a termination of employment for
purposes of the Plan and the impact, if any, of such leave of absence on
Options theretofore granted under the Plan. 
The Committee 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 determination 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 attached to this Option Agreement as Exhibit A; (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; (c) a Voting Agreement
duly signed by Optionee, in the form attached to this Option


 


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Agreement as Exhibit B,
if Optionee has not previously executed and delivered to the Company a Voting Agreement
covering the shares of Stock issued or issuable pursuant to this Option; and
(d) an Irrevocable Proxy duly signed by Optionee, in the form attached to the
Voting Agreement, if Optionee has not previously executed and delivered to the
Company an Irrevocable Proxy covering the shares of Stock issued or issuable
pursuant to this Option.  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
Compensation 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 affect the
right of the Company 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


 


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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 to Optionee a right to be
designated for participation in the Plan or to receive, or be considered for,
an option under the Plan.  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 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 any
SITEL group company for any reason whatsoever 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.


 


[End of document]


 


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