Exhibit 10.30
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
|
|
|
|
|
|
|
|
|
|
|
Option Number:
|
|
|
Plan:
|
|
|
|
ID:
|
|
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:
|
Optionee:
|
|
Jorge A. Celaya
|
|
Number of Option Shares:
|
|
One Hundred Eighteen Thousand One Hundred
Eighty-Two (118,182)
|
|
Grant Date:
|
|
October 27, 2003
|
|
Option Exercise Price:
|
|
$1.65
|
|
Latest Expiration Date:
|
|
October 27, 2013
|
The date or dates on which the option becomes
exercisable is governed by Sections 3 and 4 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.
|
|
|
October 27, 2003
|
|
|
[authorized signator], SITEL
Corporation
|
|
Date
|
|
|
|
|
|
|
|
|
|
October 27, 2003
|
|
|
Jorge A. Celaya
|
|
Date
|
|
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 three (3) installments. Each such installment
shall permit the purchase of one-third (33-1/3%) 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 and third 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 Exercise or Termination
. If
this Option is then in effect, it shall become exercisable earlier
than the dates specified in Section 3 or shall terminate earlier
than the Latest Expiration Date described in Section 3, as the case
may be, upon the events described below:
(a)
Change of
Control . If a change of
control of the Company occurs, as defined in Section 13(b) of the
Plan, prior to the third year anniversary of the Grant Date, as
determined by the Committee in its sole discretion, then any
remaining installments of this Option which have not yet become
exercisable shall become exercisable effective immediately prior to
such change of control. Once this Option becomes exercisable
pursuant to this Section 4(a), 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.
(b)
Company’s
Termination of Optionee’s Employment Other Than For
Cause . If
Optionee’s employment with the Company is terminated by the
Company other than for Cause (as defined in Section 4(c)) prior to
October 27, 2005, then any remaining installments of this Option
which have not yet become exercisable shall become exercisable upon
the effective date of such termination other than for Cause.
Once this Option becomes exercisable pursuant to this Section 4(b),
it may be exercised by Optionee in whole or in part at any time
prior to October 27, 2005 (but in no event later than the Latest
Expiration Date), at which time any unexercised portion of
this
2
Option shall
terminate. The termination of Optionee’s employment
with Company by reason of Optionee’s death shall not be
considered a termination by the Company but rather shall be
considered a termination by the Optionee covered by Section 4(d)
below.
(c)
Termination
of Employment For Cause . If the employment
of Optionee with the Company is terminated by the Company for Cause
(as defined below), as determined by the Committee in its sole
discretion, then this Option shall terminate immediately upon such
termination of employment. For purposes of this Section 4(c)
(and only for such purpose), “Cause” shall mean only
(i) Optionee’s confession or conviction of theft, fraud,
embezzlement, any other crime involving dishonesty, or any felony,
(ii) Optionee’s excessive absenteeism (other than by reason
of a “Disability”, which for this purpose shall mean
any physical or mental disability which, without regard to any
required waiting periods, would be covered by the Company’s
then current group insurance policy for short term disability on
file with SWW human resources) without reasonable cause, (iii) bad
faith or dishonest conduct on the part of the Optionee which is
materially detrimental to the C
