Exhibit 10.26
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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March 14, 2002
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Option Exercise Price:
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$2.765
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Latest Expiration Date:
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March 14, 2012
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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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Vice President and Treasurer, 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 .
(a)
Exercise of Option . This Option shall become
exercisable on March 14, 2009 (the “Normal Exercise
Date”); provided however that the provisions of
Section 3(b) or 3(c), whichever is applicable, shall apply instead
of the provisions of this Section 3(a) if the event described in
Section 3(b) or 3(c) occurs. Once this Option 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)
Accelerated Exercise . If both of the following
performance goals (the “Performance Goals”) are
achieved by the Company as of any date prior to the Normal Exercise
Date, as determined by the Compensation Committee in its sole
discretion, then the provisions of this Section 3(b) shall apply
instead of the provisions of Section 3(a):
PERFORMANCE GOALS
(1)
Earnings Per Share Goal . The Company achieves an
annual earnings per share equal to or exceeding Sixty Cents ($0.60)
per diluted share (the “EPS Goal”) as reported on the
Company’s 10-K filed for any fiscal year ending after the
Grant Date; and
(2)
Share Price Goal . The closing price for the
Company’s Common Stock as reported on the New York Stock
Exchange throughout any consecutive ninety calendar day period
ending after the Grant Date equals or exceeds Fifteen Dollars
($15.00) per share (the “Share Price Goal”).
If the Performance Goals are both
achieved before the Normal Exercise Date, this Option shall become
exercisable on the latter of (i) the date that the Company files
its 10-K reporting financial
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results which meet or exceed the EPS
Goal and (ii) the date that the Share Price Goal is met (the
“Accelerated Exercise Date”). Once this Option 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.
(c)
Change of Control . If both of the following occur on
any date prior to the Normal Exercise Date and the Accelerated
Exercise 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 Sections 3(a) and
3(b):
(1) A change of control of the
Company occurs, as defined in Section 13(b) of the Plan;
and
(2) The closing price for the
Company’s Common Stock as reported on the New York Stock
Exchange equals or exceeds Twelve Dollars ($12.00) per share on the
effective date of such change of control of the Company (or on the
trading day immediately preceding such date, if such date is not a
trading day).
If both (1) and (2) occur before the
Normal Exercise Date and the Accelerated Exercise Date, this Option
shall become exercisable on the effective date of such change of
control of the Company (the “Change of Control Exercise
Date”) and the provisions of Section 13(b) of the Plan shall
not apply to this Option. Once this Option 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.
4.
Effect of Termination of Employment .
(a)
Prior to the Option Becoming Exercisable .
(1)
Termination of Employment For Any Reason Other Than Death or
Disability . If, prior to the date on which this Option
becomes exercisable pursuant to Section 3, the employment of
Optionee with the Company or any Subsidiary terminates for any
reason other than death or Disability, as determined by the
Compensation Committee
