**Exhibit 10.25**

***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 signature page.  The following terms when used in the OptionAgreement have the meanings set forth below:

 
|       | **Optionee:**                |   |
|------------|------------------------------|--------|
|       | **Number of Option Shares:** |   |
| ** ** | **Grant Date:**              |   |
|       | **Option Exercise Price:**   |   |
|       | **Latest Expiration 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 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.

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

 

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**OPTIONAGREEMENT**

(Non-QualifiedStock Option)

 

**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 othercapitalized terms used and not otherwise defined herein shall have the meaningsgiven them in the SITEL Corporation 1999 Stock Incentive Plan, as amended (“Plan”).

 

1.             Grantof Option.  The Company hereby grantsto Optionee a Non-Qualified 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.  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 Optionmay not be exercised after the Latest Expiration Date and may be exercisedduring its term only in accordance with the other provisions of this OptionAgreement and the terms of the Plan.

 

4.             Effectof Termination of Employment.  Ifthis Option is then in effect, it shall terminate earlier than the LatestExpiration Date described in Section 3, upon the events described below:

 

(a)           Termination of Employment ForCause.  If the employment of Optioneewith the Company or any Subsidiary is terminated by the Company for cause asdetermined by the Committee, then this Option shall terminate immediately uponsuch termination of employment.

 

(b)           Termination of Employment Becauseof Death.  If Optionee dies whileemployed by the Company or any Subsidiary, or within three (3) months after thetermination of employment of Optionee with the Company other than for cause,then the following provisions shall apply. Any portion of this Option which has not become exercisable underSection 3 as of the date of such termination of employment shall terminateimmediately upon such termination of employment.  Any portion of this Option which has becomeexercisable under Section 3 as of the date of such termination of employmentshall remain exercisable until the one year anniversary of the date of suchtermination of employment (but in any event no later than the Latest ExpirationDate), at

 

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which time itshall terminate.  Any such exercise ofthe Option following Optionee’s death shall be made only by the deceasedOptionee’s executor or administrator or other duly appointed representativereasonably acceptable to the Committee, unless the deceased Optionee’s Willspecifically devises such Option, in which case such exercise shall be madeonly 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.

 

(c)           Termination of Employment OtherThan For Cause or Because of Death. If Optionee’s employment with the Company or any Subsidiary terminatesfor any reason other than death or termination by Company for cause, then thefollowing provisions shall apply.  Anyportion of this Option which has not become exercisable under Section 3 as ofthe date of such termination of employment shall terminate immediately uponsuch termination of employment.  Anyportion of this Option which has become exercisable under Section 3 as of thedate of such termination of employment shall remain exercisable until thethree-month anniversary of the date of such termination of employment (but inany event no later than the Latest Expiration Date), at which time it shallterminate.

 

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 (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 thePlan) shall have the right to determine whether the termination of employmentof Optionee 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.

 

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 Companyin its sole discretion) representing full payment of the Option Exercise Pricefor the 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.

 

7.             Subjectto Plan.  Optionee acknowledgesreceipt of a copy of the Plan and represents that

 

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he or she isfamiliar with the 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 any purpose.  The rights and obligations of Optionee underthe terms or conditions of his or her office or employment shall not beaffected by Optionee’s participation in the Plan or any right Optionee may haveto 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

 

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replaced with aprovision containing the nearest measurement allowed by law.

 

[End of document]

 

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