**Exhibit 10.1**

STREAM GLOBAL SERVICES, INC. 

Form of Incentive Stock OptionAgreement 

Granted Under 2008 Stock Incentive Plan 

 

Thisagreement evidences the grant by Stream Global Services, Inc., a Delaware corporation (the “Company”), on                     ,20[    ] (the “Grant Date”) to [                    ], an employee of the Company (the“Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2008 Stock Incentive Plan (the “Plan”), a total of[            ] shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”) at$[            ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on[                    ], 20[    ] (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the InternalRevenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person whoacquires the right to exercise this option validly under its terms. 

 

Thisoption will become exercisable (“vest”) as to [    ]% of the original number of Shares at the end of each successive[                    ] period following the Grant Date until the[                    ] anniversary of the Grant Date. 

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, withrespect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 

 

(a)Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in thePlan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. 

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercisesthis option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an“Eligible Participant”). 

(c) Termination of Relationship with the Company. If the Participant ceases to be anEligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date),providedthat this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final ExerciseDate, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminateimmediately upon written notice to the Participant from the Company describing such violation. 

(d) Exercise Period UponDeath or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated suchrelationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death byan authorized transferee), providedthat this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shallnot be exercisable after the Final Exercise Date. 

(e) Termination for Cause. If, prior to the Final Exercise Date, theParticipant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date,the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercisethis option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in suchnotice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If theParticipant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise,“Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of anyemployment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to havebeen discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

 
4.Tax Matters. 
(a)Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxesrequired by law to be withheld in respect of this option. 

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired uponexercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

 
5.Nontransferability of Option. 
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of theParticipant, this option shall be exercisable only by the Participant. 

 
6.Provisions of the Plan. 
This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. 

 
7.Non-Compete. 
(a) For aperiod of twelve (12) months after the termination of the Participant’s employment with the Company, the Participant will not: 

(i) as an individual proprietor, partner, stockholder, officer, director, executive, director, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent(1%) of the total outstanding stock of any publicly traded company or five percent (5%) of any privately held company) and not in any other capacity), engage in any business throughout the world that directly competes with the businessengaged in by the Company or any of its subsidiaries at the time of the Participant’s termination; or 

(ii) directly recruit, solicit or hire any person who is then an employee of the Company, other than an employee who on an unsolicited basis responds to an advertisement or to an executive recruiter that is not directed by the Participantto target that particular employee or the Company or any of its subsidiaries. 

(b) Participant acknowledges and agrees thatthe Company’s business is global in nature due to the types of products and services it provides and that it is reasonable for the Company to define the geographic location as such. If this Section 7 is found by any court of competentjurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activitiesor geographic area as to which it may be enforceable. 

(c) The restrictions contained in this Section 7 are necessary forthe protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purpose. The Participant agrees that any breach of this Section 7 will

cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right toseek specific performance and injunctive relief. 

IN WITNESS WHEREOF, the Company has caused this option to be executed underits corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 

 
STREAM GLOBAL SERVICES, INC.By: 
 
Name: 
 
Title: 
 

PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledgesreceipt of a copy of the Company’s 2008 Stock Incentive Plan. 

 
PARTICIPANT:
 
Address: