Exhibit 10.25
Notice of Grant of Stock Options
&
Signature Page to the Option
Agreement
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SITEL Corporation
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ID: 47-0684333
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111 South Calvert Street, Suite 1900
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Baltimore, Maryland 21202
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(410) 246-1505
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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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Option Exercise Price:
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Latest Expiration Date:
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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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SITEL Corporation
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Date
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Optionee]
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Date
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OPTION AGREEMENT
(Non-Qualified 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 a Non-Qualified 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 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.
Effect of Termination of Employment . 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 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 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
2
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 or other duly appointed representative reasonably
acceptable to the Committee, unless the decea
