**Exhibit 10.29**

 

***Notice of Grant of Stock Options &***

***Signature Page to the Option Agreement***

 
|   |               | **SITEL Corporation**           |
|--------|--------------------|---------------------------------|
|   |               | ID:   47-0684333           |
|   |               | 7277 World Communications Drive |
|   |               | Omaha, Nebraska   68122    |
|   |               | (402) 963 6810                  |
|   |               |                            |
|   |               |                            |
|   | **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:**                |       | **Jorge A. Celaya**                                                   |
|------------------------------|------------|-----------------------------------------------------------------------|
| **Number of Option Shares:** |       | **One Hundred Eighty-One Thousand Eight Hundred  Eighteen (181,818)** |
| **Grant Date:**              | ** ** | **October 27, 2003**                                                  |
| **Option Exercise Price:**   | ** ** | **$1.65**                                                             |
| **Latest Expiration Date:**  | ** ** | **October 27, 2013**                                                  |

 

The date or dates on which the option becomes exercisable is governedby Sections 3 and 4 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.

 
|                                     |   | October 27, 2003 |   |
|------------------------------------------|--------|------------------|--------|
| [authorized signator], SITEL Corporation |   | Date             |   |
|                                     |   |             |   |
|                                     |   | October 27, 2003 |   |
| Jorge A. Celaya                          |   | 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.  ThisOption shall become exercisable in three (3) installments. Each suchinstallment shall permit the purchase of one-third (33-1/3%) of the Number ofOption Shares.  The first installmentshall become exercisable on the first year anniversary of the Grant Date andsucceeding installments shall become exercisable on the second and third yearanniversaries, respectively, of the Grant Date. Once an Option installment becomes exercisable, it shall remainexercisable until expiration, cancellation, or termination of this Option.  This Option may not be exercised after the LatestExpiration Date and may be exercised during its term only in accordance withthe other provisions of this Option Agreement and the terms of the Plan.

 

4.                                       Special Provisions Concerning Exercise orTermination.  If this Option is then in effect, it shallbecome exercisable earlier than the dates specified in Section 3 or shallterminate earlier than the Latest Expiration Date described in Section 3, asthe case may be, upon the events described below:

 

(a)                                  Change of Control.  If achange of control of the Company occurs, as defined in Section 13(b) of thePlan, prior to the third year anniversary of the Grant Date, as determined bythe Committee in its sole discretion, then any remaining installments of thisOption which have not yet become exercisable shall become exercisable effectiveimmediately prior to such change of control. Once this Option becomesexercisable pursuant to this Section 4(a), 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.

 

(b)                                 Company’s Termination of Optionee’s EmploymentOther Than For Cause.  If Optionee’s employment with the Company isterminated by the Company other than for Cause (as defined in Section 4(c))prior to October 27, 2005, then any remaining installments of this Option whichhave not yet become exercisable shall become exercisable upon the effectivedate of such termination other than for Cause. Once this Option becomes exercisable pursuant to this Section 4(b), itmay be exercised by Optionee in whole or in part at any time prior to October27, 2005 (but in no event later than the Latest Expiration Date), at which timeany unexercised portion of this

 

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Option shall terminate.  Thetermination of Optionee’s employment with Company by reason of Optionee’s deathshall not be considered a termination by the Company but rather shall beconsidered a termination by the Optionee covered by Section 4(d) below.

 

(c)                                  Termination of Employment For Cause.  If theemployment of Optionee with the Company is terminated by the Company for Cause(as defined below), as determined by the Committee in its sole discretion, thenthis Option shall terminate immediately upon such termination ofemployment.  For purposes of this Section4(c) (and only for such purpose), “Cause” shall mean only (i) Optionee’sconfession or conviction of theft, fraud, embezzlement, any other crimeinvolving dishonesty, or any felony, (ii) Optionee’s excessive absenteeism(other than by reason of a “Disability”, which for this purpose shall mean anyphysical or mental disability which, without regard to any required waiting periods,would be covered by the Company’s then current group insurance policy for shortterm disability on file with SWW human resources) without reasonable cause,(iii) bad faith or dishonest conduct on the part of the Optionee which ismaterially detrimental to the Company, its subsidiaries or affiliates, (iv)Optionee’s violation in any material respect of any confidentiality obligationsto the Company, or any subsidiary or affiliate of the Company, or its clients,vendors or strategic partners, or engaging in activities which are competitivewith the business of the Company, its subsidiaries or affiliates, (v) Optionee’sinability to perform his duties and responsibilities as an executive of theCompany in any material respect as a result of his use of alcohol or illegaldrugs, (vi) Optionee’s habitual failure to perform or negligence in performingin any material respect his duties and responsibilities as an executive of theCompany (other than because of a Disability) and Optionee’s failure to curesuch failure to perform or negligence within 30 days after Optionee’s receiptof a written notice from the Company’s Chief Executive Officer setting forth inreasonable detail the particulars of such failure to perform or negligence, or(vii) the failure on the part of the Optionee to comply in any material respectwith Company policies or a lawful directive of the Company’s Chief ExecutiveOfficer (other than because of a Disability) and Optionee’s failure to curesuch non-compliance within 10 days after Optionee’s receipt of a written noticefrom the Chief Executive Officer setting forth in reasonable detail theparticulars of such non-compliance.

 

(d)                                 Termination of Employment Because of Death.  IfOptionee dies while employed by the Company, or within three (3) months afterthe termination of employment of Optionee with the Company other than forcause, 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 of employmentshall terminate immediately 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 which time it shall terminate. Any such exercise of the Option following Optionee’s death shall be madeonly by the deceased Optionee’s executor or administrator or other dulyappointed 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.

 

(e)                                  Termination of Employment Other Than For Cause orBecause of Death.  If Optionee’s employment with the Companyterminates for any reason other than death or termination by Company for cause,then the following provisions shall apply. Any portion of this Option which has not become exercisable underSection 3 or Section 4(a) as of the date of such termination of employment shallterminate immediately upon such termination of employment.  Any portion of

 

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this Option which has become exercisable under Section 3 or Section4(a) as of the date of such termination of employment shall remain exercisableuntil the three-month anniversary of the date of such termination of employment(but in any event no later than the Latest Expiration Date), at which time itshall 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 Option shallbe exercised by Optionee delivering all of the following to the Company priorto the expiration, 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.  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 or proceedingarising out of or relating to this Option

 

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Agreement brought in any such court and irrevocably waives any claimthat such suit, action or proceeding is brought in an inconvenient forum; and(c) irrevocably waives the right to object, with respect to such claim, suit,action or proceeding brought in any such court, that such court does not havejurisdiction 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.                                 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 such limits andaccordingly 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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