**Exhibit10.24**

 

***Noticeof Grant of Stock Options &Signature Page to the Option Agreement***

 

**SITELCorporation**

ID:  47-0684333

111 South Calvert Street,Suite 1900

Baltimore, Maryland  21202

(410) 246-1505

 
| ** ** | **Option Number:****       ** |
|------------|------------------------------------------------------------------|
| ** ** | **Plan:**                                                        |
| ** ** | **ID:**                                                          |
| ** ** | **Class:**                                                       |

 

You have been granted anoption pursuant to the Amended and Restated SITEL Corporation 1995 EmployeeStock Option Plan (the “Plan”).

 

The terms of the optionare evidenced in the attached Option Agreement, to which this Notice of Grantof Stock Options serves as the signature page. The following terms when used in the Option Agreement have the meaningsset forth below:

 
| **Optionee:**                |                      |
|------------------------------|---------------------------|
| **Number of Option Shares:** |                      |
| **Grant Date:**              | **January 18, 1999** |
| **Option Exercise Price:**   | **4.78125**               |
| **Latest Expiration Date:**  | **January 18, 2009** |

 

The date or dates onwhich the option becomes exercisable is governed by Section 3 of theOption Agreement, subject to additional terms and conditions set forth in theOption Agreement and the Plan.  In noevent shall the option be exercisable after the Latest Expiration Date.

 

By your signature and theCompany’s signature below, you and the Company agree that the option whoseterms are evidenced in the attached Option Agreement has been granted under andis governed by the terms and conditions of the Plan, and that you have receiveda copy of the Plan and the Option Agreement.

 

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

 

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**OPTIONAGREEMENT**

 

**AMENDEDAND RESTATEDSITEL CORPORATION 1995 EMPLOYEESTOCK OPTION 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 Agreement andis incorporated herein by this reference. All other capitalized terms used and not otherwise defined herein shallhave the meanings given them in the Amended and Restated SITEL Corporation 1995Employee Stock Option Plan (“Plan”).

 

1.                                       Grantof Option.  The Company hereby grantsto Optionee the option (“Option”) to purchase, up to and including in theaggregate, that number of shares of voting common stock of the Company, with apar value of $.001 each (the “Stock”) equal to the Number of Option Shares atthe Option Exercise Price, subject in all respects to the terms and provisionsof the Plan, which has been adopted by the Company and which is incorporatedherein 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.  This Optionshall become exercisable in five (5) installments.  Each such installment shall permit thepurchase of twenty percent (20%) of the Number of Option Shares.  The first installment shall becomeexercisable on the first year anniversary of the Grant Date and succeedinginstallments shall become exercisable on the second, third, fourth and fifthyear anniversaries, respectively, of the Grant Date.  Once an Option installment becomesexercisable, it shall remain exercisable until expiration, cancellation, ortermination of this Option.  This Option maynot be exercised after the Latest Expiration Date and may be exercised duringits term only in accordance with the other provisions of this Option Agreementand the terms of the Plan.

 

4.                                       SpecialProvisions Concerning Termination. If this Option is then in effect, it shall terminate earlier than theLatest Expiration Date described in Section 3, upon the events describedbelow:

 

(a)                                  Terminationof Employment For Cause.  If theemployment of Optionee with the Company or any Subsidiary is terminated by theCompany or Optionee For Cause as determined by the Committee, this Option shallterminate immediately upon such termination of employment.

 

(b)                                 Terminationof Employment Because of Death.  IfOptionee dies while employed by the Company or any Subsidiary, or within three(3) months after the termination of employment of Optionee with the Companyother than For Cause, then the

 

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following provisionsshall apply.  Any portion of this Optionwhich has not become exercisable under Section 3 as of the date of suchtermination of employment shall terminate immediately upon such termination ofemployment.  Any portion of this Optionwhich has become exercisable under Section 3 as of the date of suchtermination of employment shall remain exercisable until the one yearanniversary of the date of such termination of employment (but in any event nolater than the Latest Expiration Date), at which time it shall terminate.  Any such exercise of the Option followingOptionee’s death shall be made only by the deceased Optionee’s executor or administratoror other duly appointed representative reasonably acceptable to the Committee,unless the deceased Optionee’s Will specifically devises such Option, in whichcase such exercise shall be made only by the beneficiary of such specificdevise.  If a deceased Optionee’spersonal representative or the beneficiary of a specific devise under suchdeceased Optionee’s Will is entitled to exercise any Option pursuant to thepreceding sentence, then such representative or beneficiary shall be bound byall of the terms and provisions of the Plan and the applicable Option Agreementwhich would have applied to the deceased Optionee.

 

(c)                                  Terminationof Employment Other Than For Cause or Because of Death.  If Optionee’s employment with the Company orany Subsidiary terminates for any reason other than death or termination byCompany For Cause, then the following provisions shall apply:  Any portion of this Option which has notbecome exercisable under Section 3 as of the date of such termination ofemployment shall terminate immediately upon such termination ofemployment.  Any portion of this Optionwhich has become exercisable under Section 3 as of the date of suchtermination of employment shall remain exercisable until the three-monthanniversary of the date of such termination of employment (but in any event nolater than the Latest Expiration Date), at which time it shall terminate.

 

Optionee shall be deemedto have a “termination of employment” upon his or her ceasing to be employed byany of the Company or a Subsidiary or by a corporation assuming this Option ina transaction to which Section 424(a) of the Code applies.  The Committee in its discretion may determinewhether any leave of absence constitutes a termination of employment forpurposes of the Plan and the impact, if any, of such leave of absence onOptions theretofore granted under the Plan. The Committee shall have the right to determine whether the terminationof employment of Optionee is a dismissal For Cause and the date of terminationin such case, which date the Committee may retroactively deem to be the date ofthe event that constitutes cause for dismissal. Such determination of the Committee shall be final, binding, andconclusive.

 

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 attached to this Option Agreement as Exhibit A; (b) acertified or cashier’s check (or other form of payment which is satisfactory tothe Company in its sole discretion) representing full payment of the OptionExercise Price for the shares of Stock being purchased; (c) a Voting Agreementduly signed by Optionee, in the form attached to this Option

 

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Agreement as Exhibit B,if Optionee has not previously executed and delivered to the Company a Voting Agreementcovering the shares of Stock issued or issuable pursuant to this Option; and(d) an Irrevocable Proxy duly signed by Optionee, in the form attached to theVoting Agreement, if Optionee has not previously executed and delivered to theCompany an Irrevocable Proxy covering the shares of Stock issued or issuablepursuant to this Option.  Optioneeacknowledges that before any shares will be delivered to Optionee pursuant toexercise 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 theamount of withholding taxes or, if the Company consents, by withholding fromthe shares 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.                                       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 theCompensation Committee upon any questions arising under the Plan or this OptionAgreement.

 

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 rightswith respect to such shares of Stock which are not expressly conferred by thePlan.

 

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 affect theright of the Company to terminate the employment of Optionee with or withoutcause.

 

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 brought

 

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in any such court, thatsuch 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 to Optionee a right to bedesignated for participation in the Plan or to receive, or be considered for,an option under the Plan.  Neither anoption nor the shares to which it relates shall be pensionable for any purpose.  The rights and obligations of Optionee underthe terms or conditions of his office or employment shall not be affected byOptionee’s participation in the Plan or any right Optionee may have toparticipate in the Plan.  An Optionee whoparticipates in the Plan waives all and any rights to compensation or damagesin consequence of the termination of Optionee’s office or employment with anySITEL group company for any reason whatsoever insofar as those rights arise, ormay arise, from Optionee ceasing to have rights under, or be entitled to exercisethis Option or any other option under, the Plan as a result of such terminationor from the loss or diminution in value of such rights or entitlement.  If necessary, Optionee’s terms of employmentshall be varied accordingly.

 

[End of document]

 

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