**Exhibit 10.28**

 

***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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**OPTION AGREEMENT**

(Incentive Stock Option)

 

**SITEL CORPORATION**

# **1999 STOCK INCENTIVE PLAN**

 

THIS AGREEMENT entered into asof the Grant Date between SITEL Corporation, a Minnesota corporation (the “Company”)and Optionee.  Certain capitalized termsused herein 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.                                       Grant of Option.  The Company hereby grants toOptionee 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.                                       Option Exercise Price.  TheOption Exercise Price represents the Fair Market Value of a share of the Stockon the Grant Date as determined in accordance with the Plan.

 

3.                                       When Option Is Exercisable.

 

(a)                                  Exercise of Option.  ThisOption shall 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.  Providedhowever, that the provisions of Section 3(b) shall apply instead of theprovisions of this Section 3(a) if the event described in Section 3(b) occurs.

 

(b)                                 Change of Control.  If bothof the following occur on any date prior to the fifth year anniversary of theGrant Date, as determined by the Compensation Committee in its sole discretion,then the provisions of this Section 3(b) shall apply instead of the provisionsof Section 3(a):

 

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

 

(2)The closing price for the Company’s Common Stock as reported on the New YorkStock Exchange equals or exceeds Twelve Dollars ($12.00) per share on theeffective date of such change of control of the Company (or on the trading dayimmediately preceding such date, if such date is not a trading day).

 

If both (1) and (2) occur beforethe fifth year anniversary of the Grant Date, any remaining installments ofthis Option which had not yet become exercisable shall become exercisable onthe effective date of such change of control of the Company and the provisionsof Section 13(b) of the

 

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Plan shall not apply to this Option. Once this Option becomes exercisable, it shall remain exercisable untilexpiration, cancellation, or termination of this Option.  This Option may be exercised during suchperiod only in accordance with the other provisions of this Option Agreementand the terms of the Plan.  In no eventmay this Option be exercised after the Latest Expiration Date.

 

4.                                       Effect of Termination of Employment.  If thisOption is then in effect, it shall terminate earlier than the Latest ExpirationDate described in Section 3, upon the events described below:

 

(a)                                  Termination of Employment For Cause.  If theemployment of Optionee with the Company or any Subsidiary is terminated by theCompany or such Subsidiary for cause as determined by the Committee in its solediscretion, then this Option shall terminate immediately upon such terminationof employment.

 

(b)                                 Termination of 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 Company orsuch Subsidiary other than for cause, then the following provisions shallapply.  Any portion of this Option whichhas not become exercisable under Section 3 as of the date of such terminationof employment shall terminate immediately upon such termination ofemployment.  Any portion of this Optionwhich has become exercisable under Section 3 as of the date of such terminationof employment shall remain exercisable until the one year anniversary of thedate of such termination of employment (but in any event no later than theLatest 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 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 be boundby all of the terms and provisions of the Plan and the applicable OptionAgreement which would have applied to the deceased Optionee.

 

(c)                                  Termination of Employment Other Than For Cause orBecause of Death.  If Optionee’s employment with the Company or anySubsidiary terminates for any reason other than death or termination by Companyor such Subsidiary 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 such terminationof employment shall remain exercisable until the three-month anniversary of thedate of such termination of employment (but in any event no later than theLatest Expiration Date), at which time it shall terminate.

 

Optionee shall be deemed to have a “termination of employment” upon hisor her ceasing to be employed by any of the Company or a Subsidiary or by acorporation assuming this Option in a transaction to which Section 424(a) ofthe Code applies.  The Committee (or itsdelegatee under the Plan) shall have the right to determine whether any leaveof absence constitutes a termination of employment for purposes of thisOption.  The Committee (or its delegateeunder the Plan) shall have the right to determine whether the termination ofemployment of Optionee is a dismissal for cause and the date of termination insuch case, which date the Committee may retroactively deem to be the date ofthe event that constitutes cause for dismissal. Such determinations of the Committee shall be final, binding, andconclusive.

 

5.                                       Manner of Exercise.  As toany portion or all of this Option which is then exercisable, this

 

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Option shall be exercised by Optionee delivering all of the followingto the Company prior to the expiration, cancellation or termination of thisOption:  (a) a written notice of exerciseduly signed by Optionee, in the form provided by the Company; and (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.  Optionee acknowledges that before any shareswill be delivered to Optionee pursuant to exercise of this Option, provisionmust be made for the satisfaction of all requirements, if any, for withholdingtaxes, either by the Optionee paying to the Company the amount of withholdingtaxes or, if the Company consents, by withholding from the shares issued toOptionee the number of shares having a value equal to the withholding taxesdue.

 

6.                                       Non-Transferability.  ThisOption may not be transferred in any manner otherwise than by Will or the lawsof descent and distribution, and may be exercised during the lifetime of theOptionee only by the Optionee or his or her legal representative.  The terms of this Option Agreement shall bebinding upon the executors, administrators, heirs, successors, and assigns ofthe Optionee.

 

7.                                       Subject to Plan.  Optionee acknowledges receiptof a copy of the Plan and represents that he or she is familiar with the termsand provisions thereof.  Optionee acceptsthis Option subject to all the terms and provisions of the Plan.   Optionee agrees to accept as binding,conclusive, and final all decisions and interpretations of the Committee uponany questions arising under the Plan or this Option Agreement.

 

8.                                       No Rights 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.                                       No Right to Continued Retention as Employee.  Nothingin this Option Agreement shall confer or be deemed to confer upon Optionee theright to continue in the employ of the Company or any Subsidiary which employsOptionee or affect the right of the Company or any Subsidiary which employsOptionee to terminate the employment of Optionee with or without cause.

 

10.                                 Governing Law.  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.  AnOptionee who participates in the Plan waives all and any rights to compensationor damages in consequence of the termination of Optionee’s office or employmentwith SITEL or any Subsidiary whether lawfully or in breach of contract

 

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insofar as those rights arise, or may arise, from Optionee ceasing tohave rights under, or be entitled to exercise this Option or any other optionunder, the Plan as a result of such termination or from the loss or diminutionin value of such rights or entitlement. If necessary, 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.

 

14.                                 Designation as 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 the Code permits anIncentive Stock Option to be issued to the extent that the aggregate FairMarket Value (determined as of the time the Incentive Stock Option is granted)of the Stock with respect to which such Incentive Stock Option is firstexercisable by Optionee during any calendar year is not greater than$100,000.  This Option is within suchlimits and accordingly is hereby designated as an Incentive Stock Option.  Optionee shall notify the Company of anydisposition of shares of Stock issued pursuant to the exercise of this Optionunder the circumstances described in Section 421(b) of the Code (relating tocertain disqualifying dispositions) within ten (10) days after suchdisposition.

 

[End of document]

 

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