SYKES ENTERPRISES INC
AMENDED & RESTATED 1996 STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>2
<FILENAME>g69039ex10-12.txt
<DESCRIPTION>AMENDED & RESTATED 1996 STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.12

                         SYKES ENTERPRISES, INCORPORATED






                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                PAGE

<S>                                                                                             <C>
1.   PURPOSE OF PLAN..............................................................................23


2.   DEFINITIONS..................................................................................23


3.   LIMITS ON OPTIONS............................................................................24


4.   GRANTING AND TERMS OF OPTIONS................................................................24


5.   EFFECT OF CHANGES IN CAPITALIZATION..........................................................25


6.   DELIVERY AND PAYMENT FOR SHARES..............................................................26


7.   NO CONTINUATION AS A DIRECTOR AND DISCLAIMER OF RIGHTS.......................................26


8.   ADMINISTRATION...............................................................................26


9.   NO RESERVATION OF SHARES.....................................................................27


10.  AMENDMENT OF PLAN............................................................................27


11.  TERMINATION OF PLAN..........................................................................27


12.  EFFECTIVE DATE...............................................................................27
</TABLE>






                                       22




<PAGE>   2
                       (1)SYKES ENTERPRISES, INCORPORATED
                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1.       PURPOSE OF PLAN

         The purpose of this Plan is to enable Sykes Enterprises, Incorporated
(the "Company") and its Subsidiaries to compete successfully in attracting,
motivating and retaining Non-Employee Directors with outstanding abilities by
making it possible for them to purchase Shares on terms that will give them a
direct and continuing interest in the future success of the businesses of the
Company and its Subsidiaries and encourage them to remain as directors of the
Company or one or more of its Subsidiaries.

2.       DEFINITIONS

         For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:

         (a) "Board" means the Board of Directors of the Company.

         (b) "Code" means the United States Internal Revenue Code of 1986, as
amended.

         (c) "Effective Date" means the effective date of any registration
statement with respect to the Shares under the Securities Exchange Act of 1934,
as amended.

         (d) "Fair Market Value" means, with respect to a Share, if the Shares
are then listed and traded on a registered national or regional securities
exchange, or quoted on The National Association of Securities Dealers' Automated
Quotation System (including The Nasdaq Stock Market's National Market), the
average closing price of a Share on such exchange or quotation system for the
five trading days immediately preceding the date of grant of an Option, or, if
Fair Market Value is used herein in connection with any event other than the
grant of an Option, then such average closing price for the ten trading days
immediately preceding the date of such event. If the Shares are not traded on a
registered securities exchange or quoted in such a quotation system, the Board
shall determine the Fair Market Value of a Share.

         (e) "Non-Employee Director" shall mean any member of the Company's
Board of Directors who is not an employee of the Company or any Subsidiary.

         (f) "Option" means an option granted under this Plan, which Option
shall not be an incentive stock option within the meaning of Section 422 of the
Code, or the corresponding provision of any subsequently enacted tax statute.

         (g) "Optionee" means any person who has been granted an Option which
Option has not expired or been fully exercised or surrendered.

         (h) "Plan" means the Company's 1996 Non-Employee Director Stock Option
Plan.

         (i) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to Section 16(b)
of the Securities Exchange Act of 1934, as amended, or any successor rule.

         (j) "Share" means one share of voting common stock, par value $.0l per
share, of the Company, and such other stock or securities that may be
substituted therefor pursuant to Section 5 hereof.

         (k) "Subsidiary" means any "subsidiary corporation" within the meaning
of Section 424(f) of the Code.


----------
(1) Includes any and all amendments to the Plan through February 1, 2001.



                                       23
<PAGE>   3

3.       LIMITS ON OPTIONS

         The total number of Shares with respect to which Options may be granted
under the Plan shall not exceed in the aggregate 450,000 Shares, subject to
adjustment as provided in Section 5 hereof. If any Option expires, terminates or
is terminated for any reason prior to its exercise in full, the Shares that were
subject to the unexercised portion of such Option shall be available for future
grants under the Plan.

4.       GRANTING AND TERMS OF OPTIONS

         (a) Each Non-Employee Director shall on the Effective Date
automatically be granted an Option to purchase 7,500 Shares. Thereafter, on the
date on which a Non-Employee Director, other than a Non-Employee Director who is
serving as such on the Effective Date, is first elected or appointed as a
Non-Employee Director during the existence of the Plan, such Non-Employee
Director shall automatically be granted an Option to purchase 7,500 Shares.

         (b) Each Non-Employee Director (if he or she continues to serve in such
capacity) shall, on the day following the annual meeting of shareholders in each
year during the time the Plan is in effect, automatically be granted an Option
to purchase 7,500 Shares; provided, however, that a person who is first elected
as a Non-Employee Director on the date of an annual meeting of shareholders and
who receives on that date an option pursuant to Section 4. (a) hereof shall not
be eligible to begin to receive grants pursuant to this Section 4.(b) until the
day following the next succeeding annual meeting of shareholders.

         (c) Notwithstanding the provisions of Section 4. (a) and 4. (b) hereof,
Options shall be automatically granted to Non-Employee Directors under the Plan
only for so long as the Plan remains in effect and a sufficient number of Shares
are available hereunder for the granting of such Options.

         (d) The exercise price of each Share subject to an Option shall be
equal to 100% of the Fair Market Value of the Shares on the date of grant of
such Option.

         (e) Options shall not be assignable or transferable by the Optionee
other than by will or by the laws of descent and distribution except that the
Optionee may, with the consent of the Board of Directors, transfer without
consideration Options to the Optionee's spouse, children or grandchildren (or to
one or more trusts for the benefit of any such family members or to one or more
partnerships in which any such family members are the only partners).

         (f) Each Option shall expire and all rights thereunder shall end at the
expiration of ten (10) years after the date on which it was granted, subject in
all cases to earlier expiration as provided in subsections (g) and (h) of this
Section 4.

         (g) During the life of an Optionee, an Option shall be exercisable only
by such Optionee and only within one (1) month after the date on which the
Optionee ceases to be a Non-Employee Director, other than by reason of the
Optionee's death or resignation from the Board with the consent of the Company
as provided in subsection (h) of this Section 4, but only if and to the extent
the Option was exercisable immediately prior to such date, and subject to the
provisions of the subsections (f) and (i) of this Section 4. If the Optionee is
removed as a Director for cause (as defined in the Company's Articles of
Incorporation, as amended from time to time), all Options of the Optionee shall
terminate immediately on the date of removal.

         (h) If an Optionee: (i) dies while a Non-Employee Director or within
the period when an Option could have otherwise been exercised by the Optionee;
or (ii) ceases to be a Non-Employee Director as a result of such Optionee's
resignation from the Board, provided that the Company has consented in writing
to such Optionee's resignation, then, in each such case, such Optionee, or the
duly authorized representatives of such Optionee, shall have the right, at any
time within one (1) year after the death or after such resignation of the
Optionee, as the case may be, and prior to the termination of the Option
pursuant to subsections (f) and (i) of this Section 4, to exercise any Option to
the extent such Option was exercisable by the Optionee immediately prior to such
Optionee's death or resignation.

         (i) The Optionee may exercise the Option (subject to the limitations on
exercise set in subsection (f) of this Section 4), in whole or in part, as
follows: (i) except as otherwise stated herein, the Option may not be exercised
to any extent prior to one (1) year following the date of grant; and (ii) the
Option may be exercised to the



                                       24
<PAGE>   4

extent of 33% of the Shares subject to such Option after one year following
the date of grant and may be exercised to the extent of an additional 33% of
the Shares subject to such Option after each of the second and third years
following the date of grant; provided, however, that in the event a Non-employee
Director serves his entire initial term as a Director, all Options granted to a
director thereunder shall become immediately exercisable at such time as the
director serves the entire initial term as a director of the Corporation.

         (j) An Option may be exercised in whole at one time or in part from
time to time, subject to subsection (i) of this Section 4.

         (k) Options granted pursuant to the Plan shall be evidenced by an
agreement in writing setting forth the material terms and conditions of the
grant, including, but not limited to, the number of Shares subject to Options.

         (l) In addition to the automatic Option grants made to Non-Employee
Directors pursuant to Section 4(a) and 4(b), the Committee and the Board are
authorized to grant Options to Non-Employee Directors selected by the Committee
or the Board. Subject to the provisions of the Plan, the Committee and the Board
shall have the authority to select the Non-Employee Directors to whom Options
will be awarded under the Plan, to determine the number of Shares to be included
in such Options, and to determine such other terms and conditions of such
Options. The date on which the Committee or the other terms and conditions of
such Options. The date on which the Committee or the Board approves the grant of
an Option shall be considered the date on which such Option is granted, unless
the Committee or the Board provides for a specific date of grant which is
subsequent to the date of such approval.

         (m) The Board and the Committee have the authority to establish vesting
and exercise restrictions with respect to Options granted pursuant to Section
4(l) that are consistent with such restrictions set forth in the Plan, including
without limitation the restrictions set forth in Section 4(i). In the absence of
any vesting or exercise restrictions established by the Board or the Committee,
Options granted pursuant to Section 4(l) shall be subject to the vesting and
exercise restrictions set forth in Plan, including without limitation Section
4(i).

         (n) The Board and the Committee are authorized to modify, amend, or
waive any conditions or other restrictions with respect to Options, including
conditions regarding the exercise of Options.

5.       EFFECT OF CHANGES IN CAPITALIZATION

         (a) If the number of outstanding Shares is increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease in such
shares effected without receipt of consideration by the Company, a proportionate
and appropriate adjustment shall be made by the Board of Directors in (i) the
number and type of Shares subject to the Plan and which thereafter may be made
the subject of Options under the Plan, and (ii) the number and kind of shares
for which Options are outstanding, so that the proportionate interest of the
Optionee immediately following such event shall, to the extent practicable, be
the same as immediately prior to such event. Any such adjustment in outstanding
Options shall not change the aggregate option price payable with respect to
Shares subject to the unexercised portion of the Options outstanding but shall
include a corresponding proportionate adjustment in the option price per Share.

         (b) Subject to Section 5.(c) hereof, if the Company shall be the
surviving corporation in any reorganization, merger, share exchange or
consolidation of the Company with one or more other corporations or other
entities, any Option theretofore granted shall pertain to and apply to the
securities to which a holder of the number of Shares subject to such Option
would have been entitled immediately following such reorganization, merger,
share exchange or consolidation, with a corresponding proportionate adjustment
of the option price per Share so that the aggregate option price thereafter
shall be the same as the aggregate option price of the Shares remaining subject
to the Option immediately prior to such reorganization, merger, share exchange
or consolidation.

         (c) In the event of: (i) the adoption of a plan of reorganization,
merger, share exchange or consolidation of the Company with one or more other
corporations or other entities as a result of which the holders of the Shares as
a group would receive less than fifty percent (50%) of the voting power of the
capital stock or other interests of the surviving or resulting corporation or
entity; (ii) the adoption of a plan of liquidation or the approval of the
dissolution of the Company; (iii) the approval by the Board of an agreement
providing for the sale or transfer



                                       25
<PAGE>   5

of the assets of the Company; or (iv) the acquisition of more than twenty
percent (20%) of the outstanding shares by any person within the meaning of Rule
13(d)(3) under the Securities Exchange Act of 1934 if such acquisition is not
preceded by a prior expression of approval by the Board, then, in each such
case, any Option granted hereunder shall become immediately exercisable in full,
subject to any appropriate adjustments in the number of Shares subject to such
Option and the option price, regardless of any provision contained in the Plan
with respect thereto limiting the exercisability of the Option for any length of
time. Notwithstanding the foregoing, if a successor corporation or other entity
as contemplated in clause (i) or (iii) of the preceding sentence agrees to
assume the outstanding Options or to substitute substantially equivalent
options, then the outstanding Options issued hereunder shall not be immediately
exercisable, but shall remain exercisable in accordance with the terms of the
Plan and the applicable stock option agreements.

         (d) Adjustments under this Section 5 relating to Shares or securities
of the Company shall be made by the Board, whose determination in that respect
shall be final and conclusive. Options subject to grant or previously granted
under the Plan at the time of any event described in this Section 5 shall be
subject to only such adjustments as shall be necessary to maintain the
proportionate interest of the Options and preserve, without exceeding, the value
of such Options. No fractional Shares or units of other securities shall be
issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding upward to the
nearest whole Share or unit.

         (e) The grant of an Option pursuant to the Plan shall not affect or
limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

6.       DELIVERY AND PAYMENT FOR SHARES

         (a) No Shares shall be delivered upon the exercise of an Option until
the option price for the Shares acquired has been paid in full. No shares shall
be issued or transferred under the Plan unless and until all legal requirements
applicable to the issuance or transfer of such Shares have been complied with to
the satisfaction of the Board. Any Shares issued by the Company to an Optionee
upon exercise of an Option may be made only in strict compliance with and in
accordance with applicable state and federal securities laws.

         (b) Payment of the option price for the Shares purchased pursuant to
the exercise of an Option shall be made: (i) in cash or by check payable to the
order of the Company; (ii) through the tender to the Company of Shares, which
Shares shall be valued, for purposes of determining the extent to which the
option price has been paid thereby, at their Fair Market Value on the date of
exercise; or (iii) by a combination of the methods described in (i) and (ii)
hereof. Payment also may be made in accordance with a cashless exercise program
under which, if so instructed by the Optionee, Shares may be issued directly to
the Optionee's broker upon receipt of the option price in cash from the broker.

7.       NO CONTINUATION AS A DIRECTOR AND DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Option granted or option agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain a director of the Company or any Subsidiary. The
Plan shall in no way be interpreted to require the Company to transfer any
amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any Optionee or beneficiary under the terms of the Plan.
An Optionee shall have none of the rights of a shareholder of the Company until
all or some of the Shares covered by an Option are fully paid and issued to such
Optionee.

8.       ADMINISTRATION

         The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the Securities Exchange Act of 1934, as amended, and accordingly
is intended to be self-governing. To this end, the Plan requires no
discretionary action by any administrative body with regard to any transaction
under the Plan. To the extent, if any, that any questions of interpretation
arise, these shall be resolved by the Board.



                                       26
<PAGE>   6

9.       NO RESERVATION OF SHARES

         The Company shall be under no obligation to reserve or to retain in its
treasury any particular number of Shares in connection with its obligations
hereunder.

10.      AMENDMENT OF PLAN

         The Board, without further action by the shareholders, may amend this
Plan from time to time as it deems desirable; provided, that (i) no such
amendment shall be made without shareholder approval if such approval would be
required to comply with Rule 16b-3 and (ii) the provisions of Sections 4.(a) and
4.(b) shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules and regulations promulgated thereunder.

11.      TERMINATION OF PLAN

         This Plan shall terminate ten (10) years from the Effective Date. The
Board may, in its discretion, suspend or terminate the Plan at any time prior to
such date, but such termination or suspension shall not adversely affect any
right or obligation with respect to any outstanding Option.

12.      EFFECTIVE DATE

         The Plan shall become effective on the Effective Date and Options
hereunder may be granted at any time on or after that date, subject to approval
of the Plan by the Company's shareholders within one year after the Effective
Date by a majority of the votes cast at a duly held meeting of the shareholders
of the Company at which a quorum representing a majority of all outstanding
stock is present, either in person or by proxy, and in a manner that satisfies
the requirements of Rule 16b-3. Upon approval of the Plan by the shareholders of
the Company as set forth above, all Options granted under the Plan on or after
the Effective Date shall be fully effective as if the shareholders of the
Company had approved the Plan on the Effective Date.





                                       27
</TEXT>
</DOCUMENT>
