**EXHIBIT10.17**

 

**AMENDMENTTO**

**OPTIONAGREEMENT**

 

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

 

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

 

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

 

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

 

“Latest ExpirationDate:          December 31, 2005”

 

    B.     The parties hereby furtheramend the Option Agreements for the Amended Options by restating Section 3 toread in its entirety as follows:

 

         “3.     When Option isExercisable.  This option shallbecome exercisable on December 31, 2004 and shall remain exercisable until theLatest Expiration Date, subject to the terms of the Plan.  This Option may be exercised during suchperiod only in accordance with the other provisions of the Option Agreement andthe terms of the Plan.  In no event maythis Option be exercised after the Latest Expiration Date.”

 

    C.     The parties hereby furtheramend the Option Agreements for the Amended Options by restating Section 4 toread in its entirety as follows:

 

         “4.     Effect of CertainEvents.

 

              (a)     Termination FollowingBreach of Non-Compete.  If theOptionee breaches any of the covenants in Paragraph 9 of his SeparationAgreement and General Release dated December 31, 2004, as determined by theCompany in good faith, then this Option shall remain exercisable only for aperiod of ten (10) days following written notice from the Company of suchdetermination, at which this Option shall terminate.

 

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

 

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

 

     Inthe event any part of the terms of this Amendment shall be held to be invalidor unenforceable, the remaining parts thereof shall nevertheless continue to bevalid and enforceable as though the invalid and unenforceable part had not beenincluded herein.

 

    This Amendment shall be construed and governed in accordance with thesubstantive laws of the State of Nebraska, without regard to conflicts of lawsprinciples.  The Company and Optioneesubmit exclusively to the jurisdiction of the state and federal courts of theState of Nebraska for all disputes surrounding this Amendment, includingwithout limitation the validity thereof.

 

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

 

SITEL CORPORATION

 

 
| By:                     | /s/ James F. Lynch |                                                             |       /s/  Bill L. Fairfield |
|-------------------------|--------------------|------------------------------------------------------------------|------------------------------------------------------------|
| James F. Lynch          |               |       BILL  L. FAIRFIELD, Optionee |
| Chief Executive Officer |               |                                                             |

 

 

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