Exhibit 10.32
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
You have been granted an option
pursuant to the SITEL Corporation 1999 Stock 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 signature page. The
following terms when used in the Option Agreement have the meanings
set forth below:
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Optionee:
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Number of Option Shares:
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Grant Date:
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February 1, 2006
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Option Exercise Price:
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$3.41
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Latest Expiration Date:
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February 1, 2016
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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 whose terms are evidenced in the attached Option Agreement
has been granted under and is governed by the terms and conditions
of the Plan, and that you have received a copy of the Plan and the
Option Agreement. You specifically acknowledge the governing laws
of Nebraska and the exclusive jurisdiction of the Nebraska courts
as set forth in Sections 10 and 11 of the Option
Agreement.
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February 1, 2006
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, SITEL Corporation
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Date
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[Optionee]
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Date
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OPTION AGREEMENT
(Incentive Stock Option)
SITEL CORPORATION
1999 STOCK
INCENTIVE PLAN
THIS AGREEMENT 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 of
Stock Options, 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 SITEL Corporation 1999 Stock
Incentive Plan, as amended (“Plan”).
1.
Grant of Option . The Company hereby grants to
Optionee an Incentive Stock Option (the “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
represents the Fair Market Value of a share of the Stock on the
Grant Date as determined in accordance with the Plan.
3.
When Option Is Exercisable . This Option shall
become exercisable only as provided for in this Section
3.
(a)
Exercisability Contingent on Performance .
If the Company’s diluted
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 percentage in such table of the Number of
Option Shares corresponding to the highest EPS level achieved for
such year shall become exercisable immediately upon the date that
the Company reports its EPS on Form 10-K for the following calendar
year ending December 31, 2007. For avoidance of doubt,
exercisability of such options is deferred until after such
reporting of EPS for fiscal 2007.
If the Company’s EPS for the
calendar year ending December 31, 2007 meets or exceeds one or more
of the Performance Levels, then the percentage in such table of the
Number of Option Shares corresponding to the highest EPS level
achieved for such year, less the percentage which became
exercisable in accordance with the preceding paragraph of this
Section 3, shall become exercisable immediately upon the date that
the Company reports its EPS on Form 10-K for the calendar year
ending December 31, 2007.
If the Company’s EPS for the
calendar year ending December 31, 2008 meets or exceeds one or more
of the Performance Levels, then the percentage in such table of the
Number of Option Shares corresponding to the highest EPS level
achieved for such year, less the aggregate percentage which became
exercisable in accordance with the preceding two paragraphs of this
Section 3, shall become exercisable immediately upon the date that
the Company reports its EPS on Form 10-K for the calendar year
ending December 31, 2008.
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EPS
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Percentage of Number
Of Option Shares That Becomes
Exercisable
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$0.
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100
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%
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$0.
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80
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%
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$0.
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50
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%
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If the Company’s EPS for the
calendar years ending December 31, 2006, 2007 and 2008 fails to
meet or exceed 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 Committee shall make the determination, which shall be
final, binding and conclusive, what is the highest Performance
Level, if any, that has been achieved for any calendar year.
EPS shall be as determined in accordance with U.S. GAAP and
reported in the Company’s Form 10-K for the applicable
calendar year; provided, however, that the Committee, in its
discretion, may determine that one or more items of one-time gain
or loss shall be excluded in the determination of EPS for a
particular calendar year for purposes of this Option and all other
options having the same Grant Date.
(c)
Expiration of Portion of Option That Does Not Become
Exercisable . Any portion of the Number of Option Shares
that has not become exercisable by the date that the Company files
its Form 10-K for the calendar year ended December 31, 2008 shall
immediately expire on such date.
(d)
Exercise of Portion of Option That Becomes Exercisable
. Once any portion of the Number of Option Shares 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 and may be
exercised during its term only in accordance with the other
provisions of this Option Agreement and the terms of the
Plan.
4.
Effect of Termination of Employment . If this Option
is then in effect, it shall terminate earlier than the Latest
Expiration Date upon the events described below:
(a)
Termination of Employment For Cause . If the
employment of Optionee with the Company or any Subsidiary is
terminated by the Company or such Subsidiary for cause as
determined by the Committee, then this Option shall terminate
immediately upon such termination of employment.
(b)
Termination of Employment Because of Death . If
Optionee dies while employed by the Company or any Subsidiary, or
within three (3) months after the termination of employment 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 under Section 3 as of
the date of such termination of employment shall terminate
immediately upon such termination of employment. Any portion of
this Option which has become exercisable under Section 3 as of the
date of such termination of employment shall remain exercisable
until the one year anniversary of the date of such termination of
employment (but in any event no later than the Latest Expiration
Date), at which time it shall terminate. Any such exercise of
the Option following Optionee’s death
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shall be made only by the deceased
Optionee’s executor or administrator or other duly appointed
representative reasonably acceptable to the Committee, unless the
deceased Optionee’s Will specifically devises such Option, in
which case such exercise shall be made only by the beneficiary of
such specific devise. If a deceased Optionee’s personal
representative or the beneficiary of a specific devise under such
deceased Optionee’s Will is entitled to exercise any Option
pursuant to the preceding sentence, then such representative or
beneficiary shall be bound by all of the terms and provisions of
the Plan and the applicable Option Agreement which would have
applied to the deceased Optionee.
(c)
Termination of Employment Other Than For Cause or Because of
Death . If Optionee’s employment with the Company
or any Subsidiary terminates 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 under Section 3 as of the date of such termination of
employment shall terminate immediately upon such termination of
employment. Any portion of this Option which has become
exercisable under Section 3 as of the date of such termination of
employment shall remain exercisable until 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
it shall terminate.
Optionee shall be deemed to have a
“termination of employment” upon his or her ceasing to
be employed by any of the Company or a Subsidiary or by a
corporation assuming this Option in a transaction to which Section
424(a) of the Code applies. The Committee (or its delegatee
under the Plan) shall have the right to determine whether any leave
of absence constitutes a termination of employment for purposes of
this Option. The Committee (or its delegatee under the Plan)
shall have the right to determine whether the termination of
employment of 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 event that constitutes
cause for dismissal. Such determinations of the Committee
shall be final, binding, and conclusive.
5.
Manner of Exercise . As to any portion or all of this
Option which is then exercisable, this Option shall be exercised by
Optionee delivering all of the following to the Company prior to
the expiration, cancellation or termination of this Option:
(a) a written notice of exercise duly signed by Optionee, in the
form or manner determined by the Company (which may include
electronic exercise); and (b) a certified or cashier’s check
(or other form of payment which is satisfactory to the Company in
its sole discretion) representing full payment of the Option
Exercise Price for the shares of Stock being purchased.
Optionee acknowledges that before any shares will be delivered to
Optionee pursuant to exercise of this Option, provision must be
made for the satisfaction of all requirements, if any, for
withholding taxes, either by the Optionee paying to the Company the
amount of withholding taxes or, if the Company consents, by
withholding from the shares issued to Optionee the number of shares
having a value equal to the withholding taxes due.
6.
Non-Transferability . This Option may not be
transferred in any manner otherwise than by Will or the laws of
descent and distribution, and may be exercised during the lifetime
of the Optionee only by the Optionee or his or her legal
representative. The terms of this 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 of the Plan and represents that he or she is familiar with the
terms and provisions thereof. Optionee accepts this 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 upon any questions
arising under the Plan or this Option Agreement.
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8.
No Rights as Shareholder . Optionee shall have no
rights as a shareholder in respect of shares of Stock as to which
this Option shall not have been duly exercised and all payments and
other deliveries therefor made as provided in Section 5 and shall
have no rights with respect to such shares of Stock which are not
expressly conferred by the Plan.
9.
No Right to Continued Retention as Employee . Nothing
in this Option Agreement shall confer or be deemed to confer upon
Optionee the right to continue in the employ of the Company or any
Subsidiary which employs Optionee or affect the right of the
Company or any Subsidiary which employs Optionee to terminate the
employment of Optionee with or without cause.
10.
Governing Law . This Agreement shall be governed by
and construed under the laws of the State of Nebraska, without
reference to the conflict of laws principles of such
State.
11.
Venue . With respect to any claim arising out of this
Option, Optionee hereby (a) irrevocably submits to the exclusive
jurisdiction of the courts of the State of Nebraska and the United
States District Court located in the City of Omaha, Nebraska; (b)
irrevocably waives any objection which Optionee may have at any
time to the venue
