**Exhibit10.32**

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

**SITELCorporation**

ID:  47-0684333

7277 World CommunicationsDrive

Omaha, Nebraska 68122

(402) 963-6810
|            | **Option Number:** |
|------------|--------------------|
| ** ** | **Plan:**          |
| ** ** | **ID:**            |
| ** ** | ** **         |
| ** ** | ** **         |

 

You have beengranted an option pursuant to the SITEL Corporation 1999 Stock Incentive Plan,as amended (the “Plan”).

The terms of theoption are evidenced in the attached Option Agreement, to which this Notice ofGrant 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:**              |   | February 1, 2006 |
| **Option Exercise Price:**   |   | $3.41            |
| **Latest Expiration Date:**  |   | February 1, 2016 |

 

The date or dateson which the option becomes exercisable is governed by Section 3 of the OptionAgreement, subject to additional terms and conditions set forth in the OptionAgreement and the Plan.  In no eventshall the option be exercisable after the Latest Expiration Date.

By your signatureand the Company’s signature below, you and the Company agree that the optionwhose terms are evidenced in the attached Option Agreement has been grantedunder and is governed by the terms and conditions of the Plan, and that youhave received a copy of the Plan and the Option Agreement. You specificallyacknowledge the governing laws of Nebraska and the exclusive jurisdiction ofthe Nebraska courts as set forth in Sections 10 and 11 of the Option Agreement.
|            |                | February 1, 2006 |   |
|------------|---------------------|------------------|--------|
|       | , SITEL Corporation | Date             |
|       |                |             |
|       |                |             |
|       |                |             |
| [Optionee] |                | Date             |
|            |                     |                  |        |  |

 

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**OPTION AGREEMENT**

(Incentive Stock 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 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.  This Optionshall become  exercisable only asprovided for in this Section 3.

(a)           Exercisability Contingent onPerformance.

If the Company’s dilutedearnings per share (“EPS”) for the calendar year ending December 31, 2006 meetsor exceeds one or more of the levels specified in the table below (the “PerformanceLevels”), then the percentage in such table of the Number of Option Sharescorresponding to the highest EPS level achieved for such year shall becomeexercisable immediately upon the date that the Company reports its EPS on Form10-K for the following calendar year ending December 31, 2007.  For avoidance of doubt, exercisability ofsuch options is deferred until after such reporting of EPS for fiscal 2007.

If the Company’s EPS forthe calendar year ending December 31, 2007 meets or exceeds one or more of thePerformance Levels, then the percentage in such table of the Number of OptionShares corresponding to the highest EPS level achieved for such year, less thepercentage which became exercisable in accordance with the preceding paragraphof this Section 3, shall become exercisable immediately upon the date that theCompany reports its EPS on Form 10-K for the calendar year ending December 31,2007.

If the Company’s EPS forthe calendar year ending December 31, 2008 meets or exceeds one or more of thePerformance Levels, then the percentage in such table of the Number of OptionShares corresponding to the highest EPS level achieved for such year, less theaggregate percentage which became exercisable in accordance with the precedingtwo paragraphs of this Section 3, shall become exercisable immediately upon thedate that the Company reports its EPS on Form 10-K for the calendar year endingDecember 31, 2008.

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| EPS                                     | ** ** | **Percentage of Number  Of Option Shares That Becomes  Exercisable** | ** ** |
|-----------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|
| $0.       |       | 100                                                                                                | %          |
| $0.       |       | 80                                                                                                 | %          |
| $0.       |       | 50                                                                                                 | %          |

 

If the Company’s EPS forthe calendar years ending December 31, 2006, 2007 and 2008 fails to meet orexceed at least one of the Performance Levels specified in the above table,then none of the Number of Option Shares shall become exercisable.

(b)           Earnings Per Share Determination.  Should there be any issue, the Committeeshall make the determination, which shall be final, binding and conclusive,what is the highest Performance Level, if any, that has been achieved for anycalendar year.  EPS shall be asdetermined in accordance with U.S. GAAP and reported in the Company’s Form 10-Kfor the applicable calendar year; provided, however, that the Committee, in itsdiscretion, may determine that one or more items of one-time gain or loss shallbe excluded in the determination of EPS for a particular calendar year forpurposes of this Option and all other options having the same Grant Date.

(c)           Expiration of Portion of OptionThat Does Not Become Exercisable. Any portion of the Number of Option Shares that has not becomeexercisable by the date that the Company files its Form 10-K for the calendaryear ended December 31, 2008 shall immediately expire on such date.

(d)           Exercise of Portion of Option ThatBecomes Exercisable.  Once any portionof the Number of Option Shares becomes exercisable, it shall remain exercisableuntil expiration, cancellation, or termination of this Option.  This Option may not be exercised after theLatest Expiration Date and may be exercised during its term only in accordancewith the other provisions of this Option Agreement 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 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 or suchSubsidiary for cause as determined by the Committee, then this Option shallterminate immediately upon such 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 or any Subsidiary other thanfor 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 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 the oneyear anniversary of the date of such termination of employment (but in anyevent no later than the Latest Expiration Date), at which time it shallterminate.  Any such exercise of theOption following Optionee’s death

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shall be made only by thedeceased Optionee’s executor or administrator or other duly appointedrepresentative reasonably acceptable to the Committee, unless the deceasedOptionee’s Will specifically devises such Option, in which case such exerciseshall 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.

(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.

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 the Codeapplies.  The Committee (or its delegateeunder the Plan) 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 or manner determined by the Company (which may includeelectronic exercise); and (b) a certified or cashier’s check (or other form ofpayment which is satisfactory to the Company in its sole discretion)representing full payment of the Option Exercise Price for the shares of Stockbeing purchased.  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.

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 theCommittee upon any questions arising under the Plan or this Option Agreement.

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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.  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 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.

14.           Acceleration.  Upon the occurrence of any of the eventsdescribed in the first sentence of Section 13(b) of the Plan (a “Change ofControl”), any remaining portion of this Option which had not yet becomeexercisable shall become exercisable upon the effective date of such Change ofControl.

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15.           Designation as Incentive StockOption.  This Option is intended toqualify, to the maximum extent possible, for special federal income taxtreatment pursuant to Sections 421 and 422 of the Internal Revenue Code of1986, as now in existence or subsequently amended (the “Code”), or pursuant toa successor provision of the Code. Currently, Section 422 of the Code permitsan Incentive 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 such limits and accordingly is hereby designated as anIncentive Stock Option. Optionee shall notify the Company of any disposition ofshares of stock issued pursuant to the exercise of this Option under thecircumstances described in Section 421(b) of the Code (relating to certaindisqualifying dispositions) within ten (10) days after such disposition.

[End of document]

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

**SITELCorporation**

ID:  47-0684333

7277 World CommunicationsDrive

Omaha, Nebraska 68122

(402) 963-6810
|            | **Option Number:** |
|------------|--------------------|
| ** ** | **Plan:**          |
| ** ** | **ID:**            |
| ** ** | ** **         |
| ** ** | ** **         |

 

You have beengranted an option pursuant to the SITEL Corporation 1999 Stock Incentive Plan,as amended (the “Plan”).

The terms of theoption are evidenced in the attached Option Agreement, to which this Notice ofGrant 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:**              |   | February 1, 2006 |
| **Option Exercise Price:**   |   | $3.41            |
| **Latest Expiration Date:**  |   | February 1, 2018 |

 

The date or dateson which the option becomes exercisable is governed by Section 3 of the OptionAgreement, subject to additional terms and conditions set forth in the OptionAgreement and the Plan.  In no eventshall the option be exercisable after the Latest Expiration Date.

By your signatureand the Company’s signature below, you and the Company agree that the optionwhose terms are evidenced in the attached Option Agreement has been grantedunder and is governed by the terms and conditions of the Plan, and that youhave received a copy of the Plan and the Option Agreement. You specificallyacknowledge the governing laws of Nebraska and the exclusive jurisdiction ofthe Nebraska courts as set forth in Sections 10 and 11 of the Option Agreement.
|            |                | February 1, 2006 |   |
|------------|---------------------|------------------|--------|
|       | , SITEL Corporation | Date             |
|       |                |             |
|       |                |             |
|       |                |             |
| [Optionee] |                | Date             |
|            |                     |                  |        |  |

 

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**OPTIONAGREEMENT**

(Non-Qualified Stock Option)

**SITEL CORPORATION**

# 1999 STOCK INCENTIVE PLAN

THISAGREEMENT entered into as of the Grant Date between SITEL Corporation, aMinnesota corporation (the “Company”) and Optionee.  Certain capitalized terms used herein aredefined in the attached Notice of Grant of Stock Options, 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 theSITEL Corporation 1999 Stock Incentive Plan, as amended (“Plan”).

1.             Grant of Option. The Company hereby grants to Optionee a Non-Qualified Stock Option (the “Option”)to purchase, up to and including in the aggregate, that number of shares ofvoting common stock of the Company, with a par value of $.001 each (the “Stock”)equal to the Number of Option Shares at the Option Exercise Price, subject inall respects to the terms and provisions of the Plan, which has been adopted bythe Company and which is incorporated herein by reference.

2.             Option Exercise Price.  The Option Exercise Price represents the FairMarket Value of a share of the Stock on the Grant Date as determined inaccordance with the Plan.

3.             When Option Is Exercisable.  This Option shall become  exercisable only as provided for in this Section3.

(a)           ExercisabilityContingent on Performance.

If the Company’sdiluted earnings per share (“EPS”) for the calendar year ending December 31,2006 meets or exceeds one or more of the levels specified in the table below(the “Performance Levels”), then the percentagein such table of the Number of Option Shares corresponding to the highest EPSlevel achieved for such yearshallbecome exercisable immediately upon the date that the Company reports its EPSon Form 10-K for the following calendar year ending December 31, 2007.  For avoidance of doubt, exercisability ofsuch options is deferred until after such reporting of EPS for fiscal 2007.

If the Company’sEPS for the calendar year ending December 31, 2007 meets or exceeds one or moreof the Performance Levels, then the percentagein such table of the Number of Option Shares corresponding to the highest EPSlevel achieved for such year, less the percentage which becameexercisable in accordance with the preceding paragraph of this Section 3, shall become exercisable immediately upon thedate that the Company reports its EPS on Form 10-K for the calendar year endingDecember 31, 2007.

If the Company’sEPS for the calendar year ending December 31, 2008 meets or exceeds one or moreof the Performance Levels, then the percentagein such table of the Number of Option Shares corresponding to the highest EPSlevel achieved for such year, less the aggregate percentage which becameexercisable in accordance with the preceding two paragraphs of this Section 3, shall become exercisable immediately upon thedate that the Company reports its EPS on Form 10-K for the calendar year endingDecember 31, 2008.

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| EPS                         | ** ** | **Percentage of Number  Of Option Shares That Becomes  Exercisable** | ** ** |
|-----------------------------|------------|----------------------------------------------------------------------------------------------------|------------|
| $0.     |       | 100                                                                                                | %          |
| $0.     |       | 80                                                                                                 | %          |
| $0.     |       | 50                                                                                                 | %          |

 

If the Company’sEPS for the calendar years ending December 31, 2006, 2007 and 2008 fails tomeet or exceed at least one of the Performance Levels specified in the abovetable, then none of the Number of Option Shares shall become exercisable.

(b)         Earnings Per Share Determination.  Should there be any issue, the Committeeshall make the determination, which shall be final, binding and conclusive,what is the highest Performance Level, if any, that has been achieved for anycalendar year.  EPS shall be asdetermined in accordance with U.S. GAAP and reported in the Company’s Form 10-Kfor the applicable calendar year; provided, however, that the Committee, in itsdiscretion, may determine that one or more items of one-time gain or loss shallbe excluded in the determination of EPS for a particular calendar year forpurposes of this Option and all other options having the same Grant Date.

(c)          Expiration of Portion of Option That Does Not BecomeExercisable.  Any portion of theNumber of Option Shares that has not become exercisable by the date that theCompany files its Form 10-K for the calendar year ended December 31, 2008 shallimmediately expire on such date.

(d)         Exercise of Portion of Option That Becomes Exercisable.  Once any portion of the Number of OptionShares becomes exercisable, it shall remain exercisable until expiration,cancellation, or termination of this Option. This Option may not be exercised after the Latest Expiration Date andmay be exercised during its term only in accordance with the other provisionsof this Option Agreement and the terms of the Plan.

4.             Effect of Termination ofEmploymen*t*.  If this Option is then in effect, it shallterminate earlier than the Latest Expiration Date upon the events describedbelow:

(a)          Termination of Employment For Cause.  If the employment of Optionee with theCompany or any Subsidiary is terminated by the Company or such Subsidiary forcause as determined by the Committee, then this Option shall terminate immediatelyupon such termination of employment.

(b)         Termination of Employment Because of Death.  If Optionee dies while employed by theCompany or any Subsidiary, or within three (3) months after the termination ofemployment of Optionee with the Company or any Subsidiary 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 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

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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.

(c)          Termination of Employment Other Than For Cause orBecause of Death.  If Optionee’semployment with the Company or any Subsidiary terminates for any reason otherthan death or termination by Company for cause, then the 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 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 havea “termination of employment” upon his or her ceasing to be employed by any ofthe Company or a Subsidiary or by a corporation assuming this Option in atransaction 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.             Manner of Exercise.  As to any portion or all of this Option whichis then exercisable, this Option shall be exercised by Optionee delivering allof the following to the Company prior to the expiration, cancellation ortermination of this Option:  (a) awritten notice of exercise duly signed by Optionee, in the form or mannerdetermined by the Company (which may include electronic exercise); 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.  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.             Subject to Plan.  Optionee acknowledges receipt of a copy ofthe Plan and represents that he or she is familiar with the terms andprovisions 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.

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8.             No Rights as Shareholder.  Optionee shall have no rights as ashareholder in respect of shares of Stock as to which this Option shall nothave been duly exercised and all payments and other deliveries therefor made asprovided in Section 5 and shall have no rights with respect to such shares ofStock which are not expressly conferred by the Plan.

9.             No Right to Continued Retentionas Employee.  Nothing in this OptionAgreement shall confer or be deemed to confer upon Optionee the right tocontinue in the employ of the Company or any Subsidiary which employs Optioneeor affect the right of the Company or any Subsidiary which employs Optionee toterminate the employment of Optionee with or without cause.

10.           Governing Law.  This Agreement shall be governed by andconstrued under the laws of the State of Nebraska, without reference to theconflict 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 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 contractual partiesif they had considered this point.  If aprovision is invalid due to a measurement of duty of time (deadline or date),it shall be replaced with a provision containing the nearest measurementallowed by law.

14.           Acceleration.  Upon the occurrence of any of the eventsdescribed in the first sentence of Section 13(b) of the Plan (a “Change ofControl”), any remaining portion of this Option which had not yet becomeexercisable shall become exercisable upon the effective date of such Change ofControl.

[End of document]

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