**Exhibit 10.23**

 
| **AMENDED AND RESTATED**                    |   |                      |   |
|---------------------------------------------|--------|---------------------------|--------|
| **NOTICE OF GRANT OF STOCK  OPTIONS**       |   | SITEL Corporation         |   |
| **AND SIGNATURE PAGE TO OPTION  AGREEMENT** |   | 111 South Calvert  Street |   |
| ** **                                  |   | Suite 1900           |   |
| ** **                                  |   | Baltimore, MD 21202       |   |
| ** **                                  |   |                      |   |
| [Optionee name]                             |   |                      |   |
| [Optionee address]                          |   | Option  No.               |   |
|                                             |        |                           |        |  |

 

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 Amended and Restated Option Agreement (“OptionAgreement”), to which this Amended and Restated Notice of Grant of StockOptions (“Notice of Grant”) serves as the signature page.  The following terms when used in the OptionAgreement have the meanings set forth below:

 

**Optionee**:

 

**Number of Option Shares**:

 

**Original Grant Date**:

 
| **Amendment Date**:         |   | October 16, 1998             |
|-----------------------------|--------|-----------------------------------|
|                        |   |                              |
| **Option Exercise Price**:  |   | Three and 50/100  Dollars ($3.50) |
|                        |   |                              |
| **Latest Expiration Date**: |   | November 11, 2006            |

 

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 containedin the attached Option Agreement is granted under and governed by the terms andconditions of the Plan, of which you have received a copy.

 

 
| SITEL CORPORATION     |   | OPTIONEE |
|-----------------------|--------|----------|
|                  |   |     |
|                  |   |     |
| By:                   |   |     |   |   |
| October 16, 1998 |   | Date:    |
|                       |        |          |  |  |

 

----

 

**AMENDEDAND RESTATED**

###### **OPTION AGREEMENT**

(Non-qualifiedStock Option)

 

**AMENDEDAND RESTATED**

**SITELCORPORATION 1995 EMPLOYEE**

**STOCKOPTION PLAN**

 

THIS AGREEMENT amends andrestates, as of the Amendment Date, the Agreement originally entered into as ofthe Grant Date between SITEL Corporation, a Minnesota corporation (the “Company”)and Optionee.  Certain capitalized termsused herein are defined in the attached Notice of Grant, which serves as thesignature page to this Option Agreement and is incorporated herein by thisreference.  All other capitalized termsused and not otherwise defined herein shall have the meanings given them in theAmended and Restated SITEL Corporation 1995 Employee 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 as established by the Committee exceeds the Fair Market Value of a shareof the Stock on the Amendment Date as determined in accordance with the Plan.

 

3.                                       WhenOption Is Exercisable; When Option Is Vested.  Section 3(a) specifies the date ordates upon which this Option becomes exercisable.  Sections 3(b) and 3(c), whichever isapplicable, specifies the date or dates upon which this Option becomesnonforfeitable (“Vested”), and Section 3(c) specifies certain specialexercise provisions that apply in such event. For the avoidance of doubt, as used in this Agreement the term “Vested”has the meaning specified in this Section 3 rather than the definition ofsuch term contained in the Plan.

 

(a)                                  Exercise of Option. This Option shallbecome exercisable in the installments specified below following the $9.00Share Price Event (as defined below); provided that any portion of theNumber of Option Shares which has not become exercisable prior to the NormalVesting Date shall become exercisable on the Normal Vesting Date.  The “$9.00 Share Price Event” occurs when theaverage of the closing prices for the Company’s Common Stock as reported on theNew York Stock Exchange throughout a consecutive thirty day trading periodequals or exceeds Nine Dollars ($9.00) per share.  Upon the occurrence of the $9.00 Share PriceEvent, this Option shall become exercisable in an initial installment whichpermits the purchase of twenty percent (20%) of the Number of Option Shares foreach annual anniversary date if any (up to five) which has occurred since October 16,1998, rounded down to the nearest whole share; subsequent installments, if any,shall become exercisable on subsequent annual anniversaries of October 16,1998

 

2

----

 

and shall permit the purchase oftwenty percent (20%) of the Number of Option Shares.   Once an Option installment becomesexercisable, it shall remain exercisable until expiration, cancellation, ortermination of this Option.  This Optionmay be exercised during such period only in accordance with the otherprovisions of this Option Agreement and the terms of the Plan.  In no event may this Option be exercisedafter the Latest Expiration Date.

 

(b)                                 NormalVesting. This Option shall become Vested on May 12, 2006 (“NormalVesting Date”); provided however that the provisions of Section 3(c) shallapply instead of the provisions of this Section 3(b) if the eventdescribed in Section 3(c) occurs.

 

(c)                                  AcceleratedVesting.  If either of the followingperformance goals (as adjusted from time to time pursuant to Section 4,the “Performance Goals”) is achieved by the Company on any date prior to theNormal Vesting Date, as determined by the Compensation Committee in its solediscretion, then the provisions of this Section 3(c) shall applyinstead of the provisions of Section 3(b):

 

PERFORMANCE GOALS

 

(1)                                  Revenue/Operating Margin Goal.  The Companyhas (i) annual revenues of Two Billion Dollars ($2,000,000,000) or more (“RevenueGoal”) and (ii) an average operating margin (expressed as apercentage) of ten and one-half percent (10.5%) or more during the fourconsecutive fiscal quarters ending with a quarter in which the Revenue Goal isachieved (“Operating Margin Goal”) (the Revenue Goal and Operating Margin Goalare collectively referred to as the “Revenue/Operating Margin Goal”).  The Revenue Goal is met if the Company has FiveHundred Million Dollars ($500,000,000) or more in revenues during a fiscalquarter of the Company, as reported on the Company’s 10-Q filed for suchquarter.  Whether the Operating MarginGoal is met is determined by dividing total operating income for such entirefour consecutive fiscal quarter period by total revenues for the same period,as derived from the information reported in the Company’s periodic reportsfiled with the Securities and Exchange Commission pursuant to Section 13(a) or15(d) of the Securities Exchange Act of 1934.  For purposes of the Operating Margin Goal, “operatingincome” means operating income before interest, taxes and extraordinary gainsand losses as shown in the Company’s consolidated statements of income (loss); or

 

(2)                                  Share Price Goal.       The average of the closing prices for the Company’s Common Stock asreported on the New York Stock Exchange throughout a consecutive six-monthperiod ending before the Normal Vesting Date equals or exceeds Thirty Dollars($30.00) per share (the “Share Price Goal”).

 

3

----

 

If one of the twoPerformance Goals is achieved before the Normal Vesting Date, this Option shallbecome Vested on the date on which the Company files its 10-Q reportingfinancial results which meet or exceed the Revenue/Operating Margin Goal or onthe date that the Share Price Goal has been met (in either case, the “AcceleratedVesting Date”).  This Option shall beexercisable according to the same schedule set out in Section 3(a) above,except that if the Accelerated Vesting Date occurs before the $9.00 Share PriceEvent then the initial installment described in Section 3(a) shall beexercisable on the Accelerated Vesting Date and the subsequent installments, ifany, described in Section 3(a) shall be exercisable on the subsequentannual anniversaries of October 16, 1998; provided that the legalrepresentative of a deceased Optionee who dies on or after the AcceleratedVesting Date and an Optionee who achieves age fifty-five (55) or becomesTotally and Permanently Disabled on or after the Accelerated Vesting Date andwhile employed by the Company or its subsidiaries, but before all installmentsof this Option have become exercisable in accordance with Section 3(a),shall not be limited to annual installments but instead may purchase up to 100%of the Number of Option Shares covered by this Option beginning on the later ofthe Accelerated Vesting Date or the date of such death, achievement of age 55or Total and Permanent Disability; and provided further that any portionof the Number of Option Shares which has not become exercisable prior to May 12,2006 shall become exercisable on such date.

 

4.                                       Adjustmentof Performance Goals.  If more than50% of the Company’s annual revenue growth during any fiscal year (includingany short fiscal year) ending on or before December 31, 2001 results fromone or more acquisitions or mergers entered into after December 26, 1996,as determined by the Compensation Committee in its sole discretion, the RevenueGoal may be increased by the Compensation Committee in order to fairlycompensate for such excess revenue growth from acquisitions or mergers.

 

5.                                       [Reserved]

 

6.                                       Effectof Termination of Employment.

 

(a) (1) If, prior to the date on which this Option becomes Vested, the employment ofOptionee with the Company or any Subsidiary terminates For Cause as determinedby the Compensation Committee in its discretion, then this Option shallimmediately expire upon such termination of employment.  (2) If, prior to the date on which thisOption becomes Vested, the employment of Optionee with the Company or anySubsidiary terminates for any reason other than death or Total and PermanentDisability or termination of employment For Cause, then any portion of thisOption which has not become exercisable under Section 3(a) shallimmediately expire upon such termination of employment and any portion of thisOption which has become exercisable under Section 3(a) shall remainexercisable until 12:00 Midnight on the three-month anniversary of the date ofsuch termination of employment at which time this Option shall expire.

 

(b)                                 If,prior to the date on which this Option becomes Vested, the

 

4

----

 

employment of Optioneewith the Company or any Subsidiary terminates by reason of death or Total andPermanent Disability, then this Option shall Vest as to a prorated Number ofOption Shares upon such date of termination of employment, such Vested Optionas to such prorated Number of Option Shares shall be exercisable during aperiod of six (6) months following the earlier of the occurrence of the$9.00 Share Price Event or the Normal Vesting Date (but in any event no laterthan the Latest Expiration Date), and any unexercised portion of such VestedOption as to such prorated Number of Option Shares shall expire at the end ofsuch six (6) month period. This Option shall expire on the date oftermination of employment as to the Number of Option Shares which is in excessof the prorated Number of Option Shares. The prorated Number of Option Shares shall be equal to the Number ofOption Shares granted pursuant to this Agreement multiplied by a fraction, thenumerator of which is the number of whole months (not greater than sixty (60))which the Optionee has been employed by the Company since December 26,1996 and the denominator of which is sixty (60).  Any exercise of Vested Options followingOptionee’s death shall be made only by the deceased Optionee’s executor oradministrator or other duly appointed representative reasonably acceptable tothe Committee, unless the deceased Optionee’s Will specifically devises suchOption, 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 the applicable OptionAgreement which would have applied to the deceased Optionee.

 

(c)                                  Optioneeshall be deemed to have a “termination of employment” upon his or her ceasingto be employed by any of the Company or a Subsidiary or by a corporationassuming this Option in a transaction to which Section 424(a) of theCode applies.  The Committee in itsdiscretion may determine whether any leave of absence constitutes a terminationof employment for purposes of the Plan and the impact, if any, of such leave ofabsence on Options theretofore granted under the Plan.  Such determination of the Committee shall befinal, binding, and conclusive.

 

(d)                                 Notwithstandingany provision in the Plan to the contrary, an Optionee whose employment withthe Company terminates for any reason after the Options granted to suchOptionee become Vested shall be permitted to exercise such Options at the sametimes set forth in Sections 3(a) and 3(c) of this Option Agreement andsubject to the same conditions as would have been applicable under this OptionAgreement had the Optionee continued to be employed by the Company.  For purposes of clarity, the followingsections of the Plan are expressly superseded by the provisions of this OptionAgreement:  Section 7(j)(ii) ofthe Plan, which provides generally that Options which are Vested at the timethat a Participant ceases to be an Employee (other than because of death, Totaland Permanent Disability, or For Cause) shall expire at 12:00 Midnight on thethree-month anniversary of the date that the Participant ceases to be anEmployee; Section 7(k)

 

5

----

 

of the Plan, whichprovides generally that Options which are Vested, or which become Vested byreason of a Participant’s death, at the time that a Participant ceases to be anEmployee by reason of death shall expire one year after the Participant’sdeath; Section 7(l) of the Plan, which provides generally that Optionswhich are Vested, or which become Vested by reason of a Participant’s Total andPermanent Disability, at the time that a Participant ceases to be an Employeeby reason of his or her Total and Permanent Disability, shall expire threemonths after such date; and Section 7(m) of the Plan, which providesgenerally that Options which are Vested at the time that a Participant ceasesto be an Employee by reason of termination For Cause shall expire upon suchtermination For Cause.

 

7.                                       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 writtennotice of exercise duly signed by Optionee, in the form attached to this OptionAgreement 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 VotingAgreement duly signed by Optionee, in the form attached to this OptionAgreement as Exhibit B, if Optionee has not previously executed anddelivered to the Company a Voting Agreement covering the shares of Stock issuedor issuable pursuant to this Option; and

 

(d) anIrrevocable Proxy duly signed by Optionee, in the form attached to the VotingAgreement, if Optionee has not previously executed and delivered to the Companyan Irrevocable Proxy covering the shares of Stock issued or issuable pursuantto this Option.

 

Optionee acknowledgesthat before any shares will be delivered to Optionee pursuant to exercise ofthis 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.

 

8.                                       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.

 

9.                                       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

 

6

----

 

subject to all the termsand provisions of the Plan.  Optioneeagrees to accept as binding, conclusive, and final all decisions andinterpretations of the Compensation Committee upon any questions arising underthe Plan or this Option Agreement.

 

10.                                 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 7 and shall have no rightswith respect to such shares of Stock which are not expressly conferred by thePlan.

 

11.                                 NoRight to Continued Employment. 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 or affect the right of the Company or any Subsidiary to terminatethe employment of Optionee with or without cause.

 

12.                                 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.

 

13.                                 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.

 

14.                                 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 Optioneewho participates 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 toexercise this Option or any other option under, the Plan as a result of suchtermination or from the loss or diminution in value of such rights orentitlement.  If necessary, Optionee’sterms of employment shall be varied accordingly.

 

[End of document]

 

7

----