Exhibit 10.23
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AMENDED AND RESTATED
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NOTICE OF GRANT OF STOCK OPTIONS
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SITEL Corporation
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AND SIGNATURE PAGE TO OPTION
AGREEMENT
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111 South Calvert Street
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Suite 1900
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Baltimore, MD 21202
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[Optionee name]
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[Optionee address]
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Option No.
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You have been granted an option pursuant to the
Amended and Restated SITEL Corporation 1995 Employee Stock Option
Plan (the “Plan”).
The terms of the option are evidenced in the
attached Amended and Restated Option Agreement (“Option
Agreement”), to which this Amended and Restated Notice of
Grant of Stock Options (“Notice of Grant”) serves as
the signature page. The following terms when used in the
Option Agreement have the meanings set forth below:
Optionee :
Number of Option Shares :
Original Grant Date :
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Amendment Date :
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October 16, 1998
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Option Exercise Price :
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Three and 50/100 Dollars ($3.50)
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Latest Expiration Date :
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November 11, 2006
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The date or dates on which the option becomes
exercisable is governed by Section 3 of the Option Agreement,
subject to additional terms and conditions set forth in the Option
Agreement and the Plan. In no event shall the option be
exercisable after the Latest Expiration Date.
By your signature and the Company’s
signature below, you and the Company agree that the option
contained in the attached Option Agreement is granted under and
governed by the terms and conditions of the Plan, of which you have
received a copy.
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SITEL CORPORATION
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OPTIONEE
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By:
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October 16, 1998
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Date:
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AMENDED AND
RESTATED
OPTION AGREEMENT
(Non-qualified Stock Option)
AMENDED AND
RESTATED
SITEL CORPORATION 1995
EMPLOYEE
STOCK OPTION PLAN
THIS AGREEMENT amends and restates,
as of the Amendment Date, the Agreement originally entered into as
of the Grant Date between SITEL Corporation, a Minnesota
corporation (the “Company”) and Optionee. Certain
capitalized terms used herein are defined in the attached Notice of
Grant, which serves as the signature page to this Option
Agreement and is incorporated herein by this reference. All
other capitalized terms used and not otherwise defined herein shall
have the meanings given them in the Amended and Restated SITEL
Corporation 1995 Employee Stock Option Plan
(“Plan”).
1.
Grant of Option
. The Company hereby grants to
Optionee the option (“Option”) to purchase, up to and
including in the aggregate, that number of shares of voting 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 in all respects to the terms and
provisions of the Plan, which has been adopted by the Company and
which is incorporated herein by reference.
2.
Option Exercise Price
. The Option Exercise Price as
established by the Committee exceeds the Fair Market Value of a
share of the Stock on the Amendment Date as determined in
accordance with the Plan.
3.
When Option Is Exercisable; When
Option Is Vested .
Section 3(a) specifies the date or dates upon which this
Option becomes exercisable. Sections 3(b) and 3(c),
whichever is applicable, specifies the date or dates upon which
this Option becomes nonforfeitable (“Vested”), and
Section 3(c) specifies certain special exercise
provisions that apply in such event. For the avoidance of
doubt, as used in this Agreement the term “Vested” has
the meaning specified in this Section 3 rather than the
definition of such term contained in the Plan.
(a)
Exercise of Option
. This Option shall become
exercisable in the installments specified below following the $9.00
Share Price Event (as defined below); provided that any
portion of the Number of Option Shares which has not become
exercisable prior to the Normal Vesting Date shall become
exercisable on the Normal Vesting Date. The “$9.00
Share Price Event” occurs when the average of the closing
prices for the Company’s Common Stock as reported on the New
York Stock Exchange throughout a consecutive thirty day trading
period equals or exceeds Nine Dollars ($9.00) per share. Upon
the occurrence of the $9.00 Share Price Event, this Option shall
become exercisable in an initial installment which permits the
purchase of twenty percent (20%) of the Number of Option Shares for
each annual anniversary date if any (up to five) which has occurred
since October 16, 1998, rounded down to the nearest whole
share; subsequent installments, if any, shall become exercisable on
subsequent annual anniversaries of October 16, 1998
2
and shall permit the purchase of
twenty percent (20%) of the Number of Option Shares.
Once an Option installment becomes exercisable, it shall remain
exercisable until expiration, cancellation, or termination of this
Option. This Option may be exercised during such period only
in accordance with the other provisions of this Option Agreement
and the terms of the Plan. In no event may this Option be
exercised after the Latest Expiration Date.
(b)
Normal Vesting
. This Option shall become Vested on
May 12, 2006 (“Normal Vesting Date”);
provided however that the provisions of
Section 3(c) shall apply instead of the provisions of
this Section 3(b) if the event described in
Section 3(c) occurs.
(c)
Accelerated Vesting
. If either of the following
performance goals (as adjusted from time to time pursuant to
Section 4, the “Performance Goals”) is achieved by
the Company on any date prior to the Normal Vesting Date, as
determined by the Compensation Committee in its sole discretion,
then the provisions of this Section 3(c) shall apply
instead of the provisions of Section 3(b):
PERFORMANCE GOALS
(1)
Revenue/Operating Margin
Goal . The Company
has (i) annual revenues of Two Billion Dollars
($2,000,000,000) or more (“Revenue Goal”) and
(ii) an average operating margin (expressed as a percentage)
of ten and one-half percent (10.5%) or more during the four
consecutive fiscal quarters ending with a quarter in which the
Revenue Goal is achieved (“Operating Margin Goal”) (the
Revenue Goal and Operating Margin Goal are collectively referred to
as the “Revenue/Operating Margin Goal”). The
Revenue Goal is met if the Company has Five Hundred Million Dollars
($500,000,000) or more in revenues during a fiscal quarter of the
Company, as reported on the Company’s 10-Q filed for such
quarter. Whether the Operating Margin Goal is met is
determined by dividing total operating income for such entire four
consecutive fiscal quarter period by total revenues for the same
period, as derived from the information reported in the
Company’s periodic reports filed with the Securities and
Exchange Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934. For
purposes of the Operating Margin Goal, “operating
income” means operating income before interest, taxes and
extraordinary gains and losses as shown in the Company’s
consolidated statements of income (loss); or
(2)
Share Price Goal.
The average of the closing prices
for the Company’s Common Stock as reported on the New York
Stock Exchange throughout a consecutive six-month period ending
before the Normal Vesting Date equals or exceeds Thirty Dollars
($30.00) per share (the “Share Price Goal”).
3
If one of the two Performance Goals
is achieved before the Normal Vesting Date, this Option shall
become Vested on the date on which the Company files its 10-Q
reporting financial results which meet or exceed the
Revenue/Operating Margin Goal or on the date that the Share Price
Goal has been met (in either case, the “Accelerated Vesting
Date”). This Option shall be exercisable according to
the same schedule set out in Section 3(a) above,
except that if the Accelerated Vesting Date occurs before the $9.00
Share Price Event then the initial installment described in
Section 3(a)
