Exhibit 10.23


 


	
  AMENDED AND RESTATED

  	
   

  	
   

  	
   

  
	
  NOTICE OF GRANT OF STOCK
  OPTIONS

  	
   

  	
  SITEL Corporation

  	
   

  
	
  AND SIGNATURE PAGE TO OPTION
  AGREEMENT

  	
   

  	
  111 South Calvert
  Street

  	
   

  
	
   

  	
   

  	
  Suite 1900

  	
   

  
	
   

  	
   

  	
  Baltimore, MD 21202

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Optionee name]

  	
   

  	
   

  	
   

  
	
  [Optionee address]

  	
   

  	
  Option
  No.

  	
   

  
					



 


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 Amended and Restated Option Agreement (“Option
Agreement”), to which this Amended and Restated Notice of Grant of Stock
Options (“Notice of Grant”) 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:


 


Original Grant Date:


 


	
  Amendment Date:

  	
   

  	
  October 16, 1998

  
	
   

  	
   

  	
   

  
	
  Option Exercise Price:

  	
   

  	
  Three and 50/100
  Dollars ($3.50)

  
	
   

  	
   

  	
   

  
	
  Latest Expiration Date:

  	
   

  	
  November 11, 2006

  



 


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 contained
in the attached Option Agreement is granted under and governed by the terms and
conditions of the Plan, of which you have received a copy.


 


 


	
  SITEL CORPORATION

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  October 16, 1998

  	
   

  	
  Date:

  
					



 





















 


AMENDED
AND RESTATED


OPTION AGREEMENT


(Non-qualified
Stock Option)


 


AMENDED
AND RESTATED


SITEL
CORPORATION 1995 EMPLOYEE


STOCK
OPTION PLAN


 


THIS AGREEMENT amends and
restates, as of the Amendment Date, the Agreement originally 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, 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 as established by the Committee exceeds the Fair Market Value of a share
of the Stock on the Amendment Date as determined in accordance with the Plan.


 


3.                                       When
Option Is Exercisable; When Option Is Vested.  Section 3(a) specifies the date or
dates upon which this Option becomes exercisable.  Sections 3(b) and 3(c), whichever is
applicable, specifies the date or dates upon which this Option becomes
nonforfeitable (“Vested”), and Section 3(c) specifies certain special
exercise provisions that apply in such event. 
For the avoidance of doubt, as used in this Agreement the term “Vested”
has the meaning specified in this Section 3 rather than the definition of
such term contained in the Plan.


 


(a)                                  Exercise of Option. This Option shall
become exercisable in the installments specified below following the $9.00
Share Price Event (as defined below); provided that any portion of the
Number of Option Shares which has not become exercisable prior to the Normal
Vesting Date shall become exercisable on the Normal Vesting Date.  The “$9.00 Share Price Event” occurs when the
average of the closing prices for the Company’s Common Stock as reported on the
New York Stock Exchange throughout a consecutive thirty day trading period
equals or exceeds Nine Dollars ($9.00) per share.  Upon the occurrence of the $9.00 Share Price
Event, this Option shall become exercisable in an initial installment which
permits the purchase of twenty percent (20%) of the Number of Option Shares for
each annual anniversary date if any (up to five) which has occurred since October 16,
1998, rounded down to the nearest whole share; subsequent installments, if any,
shall become exercisable on subsequent annual anniversaries of October 16,
1998


 


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and shall permit the purchase of
twenty percent (20%) of the Number of Option Shares.   Once an Option installment 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)                                 Normal
Vesting. This Option shall become Vested on May 12, 2006 (“Normal
Vesting Date”); provided however that the provisions of Section 3(c) shall
apply instead of the provisions of this Section 3(b) if the event
described in Section 3(c) occurs.


 


(c)                                  Accelerated
Vesting.  If either of the following
performance goals (as adjusted from time to time pursuant to Section 4,
the “Performance Goals”) is achieved by the Company on any date prior to the
Normal Vesting 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 Section 3(b):


 


PERFORMANCE GOALS


 


(1)                                  Revenue/Operating Margin Goal.  The Company
has (i) annual revenues of Two Billion Dollars ($2,000,000,000) or more (“Revenue
Goal”) and (ii) an average operating margin (expressed as a
percentage) of ten and one-half percent (10.5%) or more during the four
consecutive fiscal quarters ending with a quarter in which the Revenue Goal is
achieved (“Operating Margin Goal”) (the Revenue Goal and Operating Margin Goal
are collectively referred to as the “Revenue/Operating Margin Goal”).  The Revenue Goal is met if the Company has Five
Hundred Million Dollars ($500,000,000) or more in revenues during a fiscal
quarter of the Company, as reported on the Company’s 10-Q filed for such
quarter.  Whether the Operating Margin
Goal is met is determined by dividing total operating income for such entire
four consecutive fiscal quarter period by total revenues for the same period,
as derived from the information reported in the Company’s periodic reports
filed with the Securities and Exchange Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934.  For purposes of the Operating Margin Goal, “operating
income” means operating income before interest, taxes and extraordinary gains
and losses as shown in the Company’s consolidated statements of income (loss); or


 


(2)                                  Share Price Goal.       The average of the closing prices for the Company’s Common Stock as
reported on the New York Stock Exchange throughout a consecutive six-month
period ending before the Normal Vesting Date equals or exceeds Thirty Dollars
($30.00) per share (the “Share Price Goal”).


 


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If one of the two
Performance Goals is achieved before the Normal Vesting Date, this Option shall
become Vested on the date on which the Company files its 10-Q reporting
financial results which meet or exceed the Revenue/Operating Margin Goal or on
the date that the Share Price Goal has been met (in either case, the “Accelerated
Vesting Date”).  This Option shall be
exercisable according to the same schedule set out in Section 3(a) above,
except that if the Accelerated Vesting Date occurs before the $9.00 Share Price
Event then the initial installment described in Section 3(a) shall be
exercisable on the Accelerated Vesting Date and the subsequent installments, if
any, described in Section 3(a) shall be exercisable on the subsequent
annual anniversaries of October 16, 1998; provided that the legal
representative of a deceased Optionee who dies on or after the Accelerated
Vesting Date and an Optionee who achieves age fifty-five (55) or becomes
Totally and Permanently Disabled on or after the Accelerated Vesting Date and
while employed by the Company or its subsidiaries, but before all installments
of this Option have become exercisable in accordance with Section 3(a),
shall not be limited to annual installments but instead may purchase up to 100%
of the Number of Option Shares covered by this Option beginning on the later of
the Accelerated Vesting Date or the date of such death, achievement of age 55
or Total and Permanent Disability; and provided further that any portion
of the Number of Option Shares which has not become exercisable prior to May 12,
2006 shall become exercisable on such date.


 


4.                                       Adjustment
of Performance Goals.  If more than
50% of the Company’s annual revenue growth during any fiscal year (including
any short fiscal year) ending on or before December 31, 2001 results from
one or more acquisitions or mergers entered into after December 26, 1996,
as determined by the Compensation Committee in its sole discretion, the Revenue
Goal may be increased by the Compensation Committee in order to fairly
compensate for such excess revenue growth from acquisitions or mergers.


 


5.                                       [Reserved]


 


6.                                       Effect
of Termination of Employment.


 


(a) (1) 
If, prior to the date on which this Option becomes Vested, the employment of
Optionee with the Company or any Subsidiary terminates For Cause as determined
by the Compensation Committee in its discretion, then this Option shall
immediately expire upon such termination of employment.  (2) If, prior to the date on which this
Option becomes Vested, the employment of Optionee with the Company or any
Subsidiary terminates for any reason other than death or Total and Permanent
Disability or termination of employment For Cause, then any portion of this
Option which has not become exercisable under Section 3(a) shall
immediately expire upon such termination of employment and any portion of this
Option which has become exercisable under Section 3(a) shall remain
exercisable until 12:00 Midnight on the three-month anniversary of the date of
such termination of employment at which time this Option shall expire.


 


(b)                                 If,
prior to the date on which this Option becomes Vested, the


 


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employment of Optionee
with the Company or any Subsidiary terminates by reason of death or Total and
Permanent Disability, then this Option shall Vest as to a prorated Number of
Option Shares upon such date of termination of employment, such Vested Option
as to such prorated Number of Option Shares shall be exercisable during a
period of six (6) months following the earlier of the occurrence of the
$9.00 Share Price Event or the Normal Vesting Date (but in any event no later
than the Latest Expiration Date), and any unexercised portion of such Vested
Option as to 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 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 sixty (60))
which the Optionee has been employed by the Company since December 26,
1996 and the denominator of which is sixty (60).  Any exercise of Vested Options 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)                                  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.  Such determination of the Committee shall be
final, binding, and conclusive.


 


(d)                                 Notwithstanding
any provision in the Plan to the contrary, an Optionee whose employment with
the Company terminates for any reason after the Options granted to such
Optionee become Vested shall be permitted to exercise such Options at the same
times set forth in Sections 3(a) and 3(c) 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.  For purposes of clarity, the following
sections of the Plan are expressly superseded by the provisions of this Option
Agreement:  Section 7(j)(ii) of
the Plan, which provides generally that Options which are Vested at the time
that a Participant ceases to be an Employee (other than because of death, Total
and Permanent Disability, or For Cause) shall expire at 12:00 Midnight on the
three-month anniversary of the date that the Participant ceases to be an
Employee; Section 7(k)


 


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of the Plan, which
provides generally that Options which are Vested, or which become Vested by
reason of a Participant’s death, at the time that a Participant ceases to be an
Employee by reason of death shall expire one year after the Participant’s
death; Section 7(l) of the Plan, which provides generally that Options
which are Vested, or which become Vested by reason of a Participant’s Total and
Permanent Disability, at the time that a Participant ceases to be an Employee
by reason of his or her Total and Permanent Disability, shall expire three
months after such date; and Section 7(m) of the Plan, which provides
generally that Options which are Vested at the time that a Participant ceases
to be an Employee by reason of termination For Cause shall expire upon such
termination For Cause.


 


7.                                       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
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.


 


8.                                       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.


 


9.                                       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


 


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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.


 


10.                                 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 7 and shall have no rights
with respect to such shares of Stock which are not expressly conferred by the
Plan.


 


11.                                 No
Right to Continued Employment. 
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 or affect the right of the Company or any Subsidiary to terminate
the employment of Optionee with or without cause.


 


12.                                 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.


 


13.                                 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.


 


14.                                 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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