EXHIBIT
10.17


 


AMENDMENT
TO


OPTION
AGREEMENT


 


    
THIS AMENDMENT TO OPTION AGREEMENT (“Amendment”) is made effective
December 31, 2004 between SITEL Corporation (the “Company”) and Bill L.
Fairfield (“Optionee”)


 


    
This Amendment is made pursuant to a Separation Agreement and General
Release dated December 14, 2004 between the Company and Optionee.


 


    
This Amendment is made to the Option Agreements (collectively the “Option
Agreements”) pursuant to which Optionee was granted options as of March 14, 2002
under the Company’s 1999 Stock Incentive Plan to purchase a total of 200,000
shares of the Company’s Common Stock at the exercise price of $2.765 per share
(the “Amended Options”).  All capitalized
terms used and not otherwise defined herein shall have the meanings given them
in the applicable Option Agreement and the 1999 Stock Incentive Plan.


 


    
A.     The parties hereby amend
the Option Agreements for the Amended Options by changing the Latest Expiration
Date specified on the cover page from March 12, 2012 to December 31, 2005.  Accordingly, this portion of the cover page
would read as follows:


 


“Latest Expiration
Date:          December 31, 2005”


 


    
B.     The parties hereby further
amend the Option Agreements for the Amended Options by restating Section 3 to
read in its entirety as follows:


 


         
“3.     When Option is
Exercisable.  This option shall
become exercisable on December 31, 2004 and shall remain exercisable until the
Latest Expiration Date, subject to the terms of the Plan.  This Option may be exercised during such
period only in accordance with the other provisions of the Option Agreement and
the terms of the Plan.  In no event may
this Option be exercised after the Latest Expiration Date.”


 


    
C.     The parties hereby further
amend the Option Agreements for the Amended Options by restating Section 4 to
read in its entirety as follows:


 


         
“4.     Effect of Certain
Events.


 


              
(a)     Termination Following
Breach of Non-Compete.  If the
Optionee breaches any of the covenants in Paragraph 9 of his Separation
Agreement and General Release dated December 31, 2004, as determined by the
Company in good faith, then this Option shall remain exercisable only for a
period of ten (10) days following written notice from the Company of such
determination, at which this Option shall terminate.


 





















 


    
D.     The parties hereby amend
the Option Agreements for the Amended Options by adding a new section at the
end of each Option Agreement, numbered Section 14 in the case of Amended
Options that are non-qualified and numbered Section 15 in the case of Amended
Options that are incentive stock options, to read in its entirety as follows:


 


          “[14][15].     Acknowledgement.     Optionee acknowledges that Company has
made it clear that the amendment in Sections A and B of this Amendment
requested by the Optionee would not have been granted to Optionee without the
termination provisions described in Section C of this Amendment.”


 


     In
the event any part of the terms of this Amendment shall be held to be invalid
or unenforceable, the remaining parts thereof shall nevertheless continue to be
valid and enforceable as though the invalid and unenforceable part had not been
included herein.


 


    
This Amendment shall be construed and governed in accordance with the
substantive laws of the State of Nebraska, without regard to conflicts of laws
principles.  The Company and Optionee
submit exclusively to the jurisdiction of the state and federal courts of the
State of Nebraska for all disputes surrounding this Amendment, including
without limitation the validity thereof.


 


    
Except as amended hereby and by previous amendments (if any), the Option
Agreement shall remain in full force and effect according to its original
terms.


 


SITEL CORPORATION


 


 


	
  By:

  	
  /s/ James F. Lynch

  	
   

  	
        /s/
  Bill L. Fairfield

  
	
  James F. Lynch

  	
   

  	
        BILL
  L. FAIRFIELD, Optionee

  
	
  Chief Executive Officer