Exhibit 10.28
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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Option Number:
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Plan:
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ID:
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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 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. Provided however,
that the provisions of Section 3(b) shall apply instead of the
provisions of this Section 3(a) if the event described in Section
3(b) occurs.
(b)
Change of
Control . If both of the
following occur on any date prior to the fifth year anniversary of
the Grant 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):
(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 fifth year anniversary of the Grant Date,
any remaining installments of this Option which had not yet become
exercisable shall become exercisable on the effective date of such
change of control of the Company and the provisions of Section
13(b) of the
2
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 . 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 such Subsidiary for cause as determined by the Committee
in its sole discretion, 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 such 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.&
