**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 1999Stock 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 OptionAgreement have the meanings set forth below:

 

**Optionee:**

**Number ofOption Shares:**

**GrantDate:**

# **Option Exercise Price:**

**LatestExpiration Date:**

 

The date or dates on which the option becomes exercisable is governedby Section 3 of the Option Agreement, subject to additional terms andconditions set forth in the Option Agreement and the Plan.  In no event shall the option be exercisableafter the Latest Expiration Date.

 

By your signature and the Company’s signature below, you and theCompany agree that the option whose terms are evidenced in the attached OptionAgreement has been granted under and is governed by the terms and conditions ofthe Plan, and that you have received a copy of the Plan and the Option Agreement.  You specifically acknowledge the governinglaws of Nebraska and the exclusive jurisdiction of the Nebraska courts as setforth in Sections 10 and 11 of the Option Agreement.

 

 
|              |   |   |   |
|-------------------|--------|--------|--------|
| SITEL Corporation | Date   |
|              |   |
|              |   |
|              |   |   |   |
| [Optionee]        | Date   |   |

 

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**OPTIONAGREEMENT**

(Non-QualifiedStock Option)

 

**SITELCORPORATION**

**1999STOCK INCENTIVE PLAN**

 

THIS AGREEMENT enteredinto as of the Grant Date between SITEL Corporation, a Minnesota corporation(the “Company”) and Optionee.  Certaincapitalized terms used herein are defined in the attached Notice of Grant ofStock Options, which serves as the signature page to this Option Agreementand is incorporated herein by this reference. All other capitalized terms used and not otherwise defined herein shallhave the meanings given them in the SITEL Corporation 1999 Stock IncentivePlan, 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 ofvoting 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 inall respects to the terms and provisions of the Plan, which has been adopted bythe Company and which is incorporated herein by reference.

 

2.             Option Exercise Price. The Option Exercise Pricerepresents the Fair Market Value of a share of the Stock on the Grant Date asdetermined in accordance with the Plan.

 

3.             When Option Is Exercisable. This Option shallbecome exercisable on the first year anniversary of the Grant Date. Once thisOption 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 andmay be exercised during its term only in accordance with the other provisionsof this Option Agreement and the terms of the Plan.

 

4.             Exercise of Option After Termination of Service.** **If Optionee’sservice as a director of the Company terminates for any reason, then thefollowing provisions shall apply.  Ifthis Option has not become exercisable under Section 3 as of the date ofsuch termination of service as a director (the “Termination Date”), this Optionshall terminate immediately upon the Termination Date.  If this Option has become exercisable under Section 3as of the Termination Date, it shall remain exercisable thereafter inaccordance with its terms but in any event no later than the Latest ExpirationDate.  The Board in its discretion maydetermine whether any leave of absence constitutes a termination of service onthe Board for purposes of this Option. Such determination of the Board shall be final, binding, and conclusive.  Any exercise of this Option followingOptionee’s death shall be made only by the deceased Optionee’s executor oradministrator or other duly appointed representative reasonably acceptable tothe Board, unless the deceased Optionee’s will specifically devises thisOption, in which case such exercise shall be made only by the beneficiary ofsuch specific devise.  If a deceasedOptionee’s personal representative or the beneficiary of a specific deviseunder such deceased Optionee’s will is entitled to exercise any Option pursuantto the preceding sentence, then such representative or beneficiary shall bebound by all of the terms and provisions of the Plan and this Option Agreementwhich would have applied to the deceased Optionee.

 

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5.             Manner of Exercise.  As to any portion or all of this Option whichis then exercisable, this Option shall be exercised by Optionee delivering allof the following to the Company prior to the expiration, cancellation ortermination of this Option:  (a) awritten notice of exercise duly signed by Optionee, in the form provided by theCompany; and (b) a certified or cashier’s check (or other form of paymentwhich is satisfactory to the Company in its sole discretion) representing fullpayment of the Option Exercise Price for the shares of Stock beingpurchased.  Optionee acknowledges thatbefore any shares will be delivered to Optionee pursuant to exercise of thisOption, provision must be made for the satisfaction of all requirements, if any,for withholding taxes, either by the Optionee paying to the Company the amountof withholding taxes or, if the Company consents, by withholding from theshares issued to Optionee the number of shares having a value equal to thewithholding taxes due.

 

6.             Non-Transferability.  This Option may not be transferred in anymanner otherwise than by Will or the laws of descent and distribution, and maybe exercised during the lifetime of the Optionee only by the Optionee or his orher legal representative.  The terms ofthis 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 thathe or she is familiar with the terms and provisions thereof.  Optionee accepts this Option subject to allthe terms and provisions of the Plan.  Optionee agrees to accept as binding, conclusive, and final alldecisions and interpretations of the Committee upon any questions arising underthe Plan or this Option Agreement.

 

8.             No Rights as Shareholder.  Optionee shall have no rights as ashareholder in respect of shares of Stock as to which this Option shall nothave been duly exercised and all payments and other deliveries therefor made asprovided in Section 5 and shall have no rights with respect to such sharesof Stock which are not expressly conferred by the Plan.

 

9.             No Right to Continued Retention as Director.  Nothing in this Option Agreement shall conferor be deemed to confer upon Optionee the right to continue as a Director of theCompany or affect the right of the Company or its shareholders to terminate thedirectorship of Optionee at any time in accordance with the Company’s bylaws.

 

10.           Governing Law.  This Option Agreement shall be governed byand construed under the laws of the State of Nebraska, without reference to theconflict of laws principles of such State.

 

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11.           Venue.  With respect to any claim arising out of thisOption, Optionee hereby (a) irrevocably submits to the exclusivejurisdiction of the courts of the State of Nebraska and the United StatesDistrict Court located in the City of Omaha, Nebraska; (b) irrevocablywaives any objection which Optionee may have at any time to the venue of anysuit, action or proceeding arising out of or relating to this Option Agreementbrought in any such court and irrevocably waives any claim that such suit,action or proceeding is brought in an inconvenient forum; and (c) irrevocablywaives the right to object, with respect to such claim, suit, action orproceeding brought in any such court, that such court does not havejurisdiction over Optionee.

 

12.           Severability.  If a provision of this Option is or becomesinvalid in whole or in part or if there is an omission in this Option, thevalidity of the remaining provisions shall not be affected.  In place of the invalid provision and to fillin an omission an appropriate provision shall be effective which, to the extentlegally possible, most closely reflects the intention of the contractualparties if they had considered this point. If a provision is invalid due to a measurement of duty of time (deadlineor date), it shall be replaced with a provision containing the nearest measurementallowed by law.

 

[End of document]

 

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