Exhibit 10.28


 


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 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.  Provided
however, that the provisions of Section 3(b) shall apply instead of the
provisions of this Section 3(a) if the event described in Section 3(b) occurs.


 


(b)                                 Change of Control.  If both
of the following occur on any date prior to the fifth year anniversary of the
Grant 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):


 


(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 fifth year anniversary of the Grant Date, any remaining installments of
this Option which had not yet become exercisable shall become exercisable on
the effective date of such change of control of the Company and the provisions
of Section 13(b) of the


 


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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.  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 such Subsidiary for cause as determined by the Committee in its sole
discretion, then 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 or
such Subsidiary 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.


 


(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
or such Subsidiary 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 (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


 


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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 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


 


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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]


 


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