Exhibit 10.24
Notice of Grant of Stock Options &
Signature Page to the Option Agreement
SITEL Corporation
ID: 47-0684333
111 South Calvert Street, Suite
1900
Baltimore, Maryland
21202
(410) 246-1505
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Option Number:
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Plan:
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ID:
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Class:
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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 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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January 18, 1999
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Option Exercise Price:
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4.78125
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Latest Expiration Date:
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January 18, 2009
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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.
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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
AMENDED AND RESTATED
SITEL CORPORATION 1995 EMPLOYEE
STOCK OPTION 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 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
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 in five (5) installments.
Each such installment shall permit the purchase of twenty percent
(20%) of the Number of Option Shares. The first installment
shall become exercisable on the first year anniversary of the Grant
Date and succeeding installments shall become exercisable on the
second, third, fourth and fifth year anniversaries, respectively,
of the Grant Date. Once an Option installment 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.
Special Provisions Concerning
Termination . If
this Option is then in effect, it shall terminate earlier than the
Latest Expiration Date described in Section 3, 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 Optionee For Cause as determined by
the Committee, 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 other than For Cause, then the
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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 shall be made only by the deceased
Optionee’s executor or administrator
