Exhibit 10.25


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:

  	
   

  
	
   

  	
  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 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.             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 for cause as
determined by the Committee, 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 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


 


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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 (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


 


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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 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


 


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replaced with a
provision containing the nearest measurement allowed by law.


 


[End of document]


 


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