Exhibit 10.13(c)


 


	
  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:


Number of
Option Shares:


Grant
Date:


Option Exercise Price:


Latest
Expiration Date:


 


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.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  SITEL Corporation

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Optionee]

  	
  Date

  	
   

  



 





















 


OPTION
AGREEMENT


(Non-Qualified
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 a Non-Qualified 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 on the first year anniversary of the Grant Date. Once this
Option 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.             Exercise of Option After Termination of Service.  If Optionee’s
service as a director of the Company terminates for any reason, then the
following provisions shall apply.  If
this Option has not become exercisable under Section 3 as of the date of
such termination of service as a director (the “Termination Date”), this Option
shall terminate immediately upon the Termination Date.  If this Option has become exercisable under Section 3
as of the Termination Date, it shall remain exercisable thereafter in
accordance with its terms but in any event no later than the Latest Expiration
Date.  The Board in its discretion may
determine whether any leave of absence constitutes a termination of service on
the Board for purposes of this Option. 
Such determination of the Board shall be final, binding, and conclusive.  Any exercise of this 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 Board, unless the deceased Optionee’s will specifically devises this
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 this Option Agreement
which would have applied to the deceased Optionee.


 


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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 Director.  Nothing in this Option Agreement shall confer
or be deemed to confer upon Optionee the right to continue as a Director of the
Company or affect the right of the Company or its shareholders to terminate the
directorship of Optionee at any time in accordance with the Company’s bylaws.


 


10.           Governing Law.  This Option 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.


 


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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.           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.


 


[End of document]


 


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