**Exhibit 10.26**

 

***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 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 signaturepage.  The following terms when used inthe Option Agreement have the meanings set forth below:

 
|       | **Optionee:**                |               |
|------------|------------------------------|--------------------|
|       | **Number of Option Shares:** |               |
| ** ** | **Grant Date:**              | **March 14, 2002** |
| ** ** | **Option Exercise Price:**   | **$2.765**         |
| ** ** | **Latest Expiration Date:**  | **March 14, 2012** |

 

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 OptionAgreement. You specifically acknowledge the governing laws of Nebraska and theexclusive jurisdiction of the Nebraska courts as set forth in Sections 10 and11 of the Option Agreement.

 
|                                            |   |   |
|-------------------------------------------------|--------|--------|
| Vice President and Treasurer, SITEL Corporation |   | Date   |
|                                            |   |   |
|                                            |   |   |
| [Optionee]                                      |   | Date   |

 

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**OPTIONAGREEMENT**

(Incentive StockOption)

 

**SITELCORPORATION**

# **1999 STOCK INCENTIVE PLAN**

 

THIS AGREEMENT entered into as of the Grant Datebetween SITEL Corporation, a Minnesota corporation (the “Company”) andOptionee.  Certain capitalized terms usedherein are defined in the attached Notice of Grant of Stock Options, whichserves as the signature page to this Option Agreement and is incorporatedherein by this reference.  All other capitalizedterms used and not otherwise defined herein shall have the meanings given themin the SITEL Corporation 1999 Stock Incentive Plan, as amended (“Plan”).

 

1.             Grantof Option.  The Company hereby grantsto Optionee an Incentive Stock Option (the “Option”) to purchase, up to andincluding in the aggregate, that number of shares of voting common stock of theCompany, with a par value of $.001 each (the “Stock”) equal to the Number ofOption Shares at the Option Exercise Price, subject in all respects to theterms and provisions of the Plan, which has been adopted by the Company andwhich is incorporated herein by reference.

 

2.             OptionExercise Price.  The Option ExercisePrice represents the Fair Market Value of a share of the Stock on the GrantDate as determined in accordance with the Plan.

 

3.             WhenOption Is Exercisable.

 

(a)           Exercise of Option.  This Option shall become exercisable on March14, 2009 (the “Normal Exercise Date”); provided however that theprovisions of Section 3(b) or 3(c), whichever is applicable, shall applyinstead of the provisions of this Section 3(a) if the event described inSection 3(b) or 3(c) occurs.  Once thisOption becomes exercisable, it shall remain exercisable until expiration, cancellation,or termination of this Option. This Option may be exercised during such periodonly in accordance with the other provisions of this Option Agreement and theterms of the Plan. In no event may this Option be exercised after the LatestExpiration Date.

 

(b)           Accelerated Exercise.  If both of the following performance goals(the “Performance Goals”) are achieved by the Company as of any date prior tothe Normal Exercise Date, as determined by the Compensation Committee in itssole discretion, then the provisions of this Section 3(b) shall apply insteadof the provisions of Section 3(a):

 

PERFORMANCE GOALS

 

(1)           Earnings Per Share Goal.  The Company achieves an annual earnings pershare equal to or exceeding Sixty Cents ($0.60) per diluted share (the “EPSGoal”) as reported on the Company’s 10-K filed for any fiscal year ending afterthe Grant Date; and

 

(2)           Share Price Goal.  The closing price for the Company’s CommonStock as reported on the New York Stock Exchange throughout any consecutiveninety calendar day period ending after the Grant Date equals or exceedsFifteen Dollars ($15.00) per share (the “Share Price Goal”).

 

If the Performance Goals are bothachieved before the Normal Exercise Date, this Option shall become exercisableon the latter of (i) the date that the Company files its 10-K reportingfinancial

 

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results which meet or exceed theEPS Goal and (ii) the date that the Share Price Goal is met (the “AcceleratedExercise Date”). Once this Option becomes exercisable, it shall remainexercisable until expiration, cancellation, or termination of this Option. ThisOption may be exercised during such period only in accordance with the otherprovisions of this Option Agreement and the terms of the Plan. In no event maythis Option be exercised after the Latest Expiration Date.

 

(c)           Change of Control.  If both of the following occur on any dateprior to the Normal Exercise Date and the Accelerated Exercise Date, asdetermined by the Compensation Committee in its sole discretion, then theprovisions of this Section 3(c) shall apply instead of the provisions ofSections 3(a) and 3(b):

 

(1) A change ofcontrol of the Company occurs, as defined in Section 13(b) of the Plan; and

 

(2) The closingprice for the Company’s Common Stock as reported on the New York Stock Exchangeequals or exceeds Twelve Dollars ($12.00) per share on the effective date ofsuch change of control of the Company (or on the trading day immediatelypreceding such date, if such date is not a trading day).

 

If both (1) and (2)occur before the Normal Exercise Date and the Accelerated Exercise Date, thisOption shall become exercisable on the effective date of such change of controlof the Company (the “Change of Control Exercise Date”) and the provisions ofSection 13(b) of the Plan shall not apply to this Option.  Once this Option becomes exercisable, itshall remain exercisable until expiration, cancellation, or termination of thisOption.  This Option may be exercisedduring such period only in accordance with the other provisions of this OptionAgreement and the terms of the Plan.  Inno event may this Option be exercised after the Latest Expiration Date.

 

4.             Effectof Termination of Employment.

 

(a)           Priorto the Option Becoming Exercisable.

 

(1)           Termination ofEmployment For Any Reason Other Than Death or Disability.  If, prior to the date on which this Optionbecomes exercisable pursuant to Section 3, the employment of Optionee with theCompany or any Subsidiary terminates for any reason other than death orDisability, as determined by the Compensation Committee in its sole discretion,then this Option shall terminate earlier than the Latest Expiration Dateimmediately upon such termination of employment.

 

(2)           Termination ofEmployment By Reason Of Death or Disability.   If, prior to the date on which this Optionbecomes exercisable pursuant to Section 3, the employment of Optionee with theCompany or any Subsidiary terminates by reason of death or Disability, thenthis Option shall remain in effect as to a prorated Number of Option Sharesfollowing such date of termination of employment, and such prorated Number ofOption Shares shall become exercisable upon the earlier of the occurrence ofthe Normal Exercise Date, the Accelerated Exercise Date,  or the Change of Control Exercise Date andshall remain exercisable for a period of six (6) months following such datesubject to earlier expiration, cancellation, or termination of this option (butin any event no later than the Latest Expiration Date), and any unexercisedportion of such prorated Number of Option Shares shall expire at the end ofsuch six (6) month period. This Option shall expire on the date of terminationof employment by reason of death or

 

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Disability as to the Number of Option Shares which is in excess of theprorated Number of Option Shares.  Theprorated Number of Option Shares shall be equal to the Number of Option Sharesgranted pursuant to this Agreement multiplied by a fraction, the numerator ofwhich is the number of whole months (not greater than 84) which the Optioneehas been employed by the Company or any Subsidiary since the Grant Date and thedenominator of which is eighty-four (84). Any exercise of the prorated Number of Option Shares pursuant to thisSection 4(b) when they become exercisable following Optionee’s death shall bemade only by the deceased Optionee’s executor or administrator or other dulyappointed representative reasonably acceptable to the Committee, unless thedeceased Optionee’s Will specifically devises such Option, in which case suchexercise shall be made only by the beneficiary of such specific devise.  If a deceased Optionee’s personalrepresentative or the beneficiary of a specific devise under such deceasedOptionee’s Will is entitled to exercise any Option pursuant to the precedingsentence, then such representative or beneficiary shall be bound by all of theterms and provisions of the Plan and the applicable Option Agreement whichwould have applied to the deceased Optionee.

 

Optionee shall bedeemed to have a “termination of employment” upon his or her ceasing to beemployed by any of the Company or a Subsidiary or by a corporation assumingthis Option in a transaction to which Section 424(a) of the Code applies.  The Committee (or its delegatee under thePlan) shall have the right to determine whether any leave of absenceconstitutes 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 ofOptionee 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 eventthat constitutes cause for dismissal. Such determinations of the Committee shall be final, binding, andconclusive.

 

(b)           After the Option BecomesExercisable.  If this Option is thenin effect and has become exercisable as described in Section 3 as of the dateOptionee’s employment with the Company or any Subsidiary terminates for anyreason, then Optionee shall be permitted to exercise this Option at the sametimes set forth in Section 3 of this Option Agreement and subject to the sameconditions as would have been applicable under this Option Agreement had theOptionee continued to be employed by the Company or any Subsidiary.

 

5.             Mannerof Exercise.  As to any portion orall of this Option which is then exercisable, this Option shall be exercised byOptionee delivering all of the following to the Company prior to theexpiration, cancellation or termination of this Option:  (a) a written notice of exercise duly signedby Optionee, in the form provided by the Company; and (b) a certified orcashier’s check (or other form of payment which is satisfactory to the Company inits sole discretion) representing full payment of the Option Exercise Price forthe shares of Stock being purchased. Optionee acknowledges that before any shares will be delivered toOptionee pursuant to exercise of this Option, provision must be made for thesatisfaction of all requirements, if any, for withholding taxes, either by theOptionee paying to the Company the amount of withholding taxes or, if theCompany consents, by withholding from the shares issued to Optionee the numberof shares having a value equal to the withholding 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.

 

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7.             Subjectto Plan.  Optionee acknowledgesreceipt of a copy of the Plan and represents that he or she is familiar withthe terms and provisions thereof. Optionee accepts this Option subject to all the terms and provisions ofthe Plan.   Optionee agrees to accept asbinding, conclusive, and final all decisions and interpretations of theCommittee upon any questions arising under the Plan or this Option Agreement.

 

8.             NoRights as Shareholder.  Optioneeshall have no rights as a shareholder in respect of shares of Stock as to whichthis Option shall not have been duly exercised and all payments and otherdeliveries therefor made as provided in Section 5 and shall have no rights withrespect to such shares of Stock which are not expressly conferred by the Plan.

 

9.             NoRight to Continued Retention as Employee. Nothing in this Option Agreement shall confer or be deemed to conferupon Optionee the right to continue in the employ of the Company or anySubsidiary which employs Optionee or affect the right of the Company or anySubsidiary which employs Optionee to terminate the employment of Optionee withor without cause.

 

10.           GoverningLaw.  This Agreement shall begoverned by and construed under the laws of the State of Nebraska, withoutreference to the conflict of laws principles of such State.

 

11.           Venue.  With respect to any claim arising out of thisOption, Optionee hereby (a) irrevocably submits to the exclusive jurisdictionof the courts of the State of Nebraska and the United States District Courtlocated in the City of Omaha, Nebraska; (b) irrevocably waives any objectionwhich Optionee may have at any time to the venue of any suit, action orproceeding arising out of or relating to this Option Agreement brought in anysuch court and irrevocably waives any claim that such suit, action orproceeding is brought in an inconvenient forum; and (c) irrevocably waives theright to object, with respect to such claim, suit, action or proceeding broughtin any such court, that such court does not have jurisdiction over Optionee.

 

12.           Waiver.  Nothing in the Plan or in the Optionee’scontract of employment shall be construed as giving Optionee a right to bedesignated for participation in the Plan or to receive, or be considered for,an option under the Plan.  Optionsgranted pursuant to the Plan and this Agreement are voluntarily granted by theCompany, and Optionee has no legal claim to continued grants of suchoptions.  The Company may amend orterminate the Plan at any time.  Neitheran option nor the shares to which it relates shall be pensionable for anypurpose.  The rights and obligations ofOptionee under the terms or conditions of his or her office or employment shallnot be affected by Optionee’s participation in the Plan or any right Optioneemay have to participate in the Plan.  An Optioneewho participates in the Plan waives all and any rights to compensation ordamages in consequence of the termination of Optionee’s office or employmentwith SITEL or any Subsidiary whether lawfully or in breach of contract insofaras those rights arise, or may arise, from Optionee ceasing to have rightsunder, or be entitled to exercise this Option or any other option under, thePlan as a result of such termination or from the loss or diminution in value ofsuch rights or entitlement.  Ifnecessary, Optionee’s terms of employment shall be varied accordingly.

 

13.           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 nearestmeasurement allowed by law.

 

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14.           Designationas Incentive Stock Option.  ThisOption is intended to qualify, to the maximum extent possible, for specialfederal income tax treatment pursuant to Sections 421 and 422 of the InternalRevenue Code of 1986, as now in existence or subsequently amended (the “Code”),or pursuant to a successor provision of the Code. Currently, Section 422 of theCode permits an Incentive Stock Option to be issued to the extent that theaggregate Fair Market Value (determined as of the time the Incentive StockOption is granted) of the Stock with respect to which such Incentive StockOption is first exercisable by Optionee during any calendar year is not greaterthan $100,000. This Option is within such limits and accordingly is herebydesignated as an Incentive Stock Option. Optionee shall notify the Company ofany disposition of shares of stock issued pursuant to the exercise of thisOption under the circumstances described in Section 421(b) of the Code(relating to certain disqualifying dispositions) within ten (10) days aftersuch disposition.

 

[End of document]

 

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