EXHIBIT 10.2
AMENDMENT NO. 2
TO THE
SITEL CORPORATION 1999 STOCK INCENTIVE PLAN
As adopted by the Board of Directors on July 21, 2000
The Board hereby amends the SITEL Corporation 1999 Stock Incentive Plan (the
"Plan") as follows:
The definition "Subsidiary" in Article 2 of the Plan is amended to
state in its entirety as follows:
"Subsidiary" means (i) as it relates to Incentive Stock Options, any
corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of granting of
the option, each of the corporations (other than the last corporation
in the unbroken chain) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain and (ii) for all other purposes, any
business entity, domestic or foreign, now or hereafter existing, in
which not less than 20% of the total combined voting power is owned or
controlled by the Company or by a Subsidiary.
