Exhibit 10.18


 


SITEL CORPORATION


 


Summary of Jorge A. Celaya Compensation
Arrangements

As of January 1, 2005


 


Mr. Celaya serves as
Executive Vice President and Chief Financial Officer of the company.  He does not have a written employment
agreement.  The Compensation Committee
and other independent directors consider the recommendations of the Chief
Executive Officer and approve Mr. Celaya’s base salary, bonus opportunity,
other incentives if any, and equity compensation from time to time.


 


Base
Salary:  Mr. Celaya’s
annual base salary is $290,000.


 


Bonus
Opportunity:  For 2005,
Mr. Celaya is eligible to receive a bonus of up to 90% of his base salary
pursuant to the company’s 2005 Management Incentive Plan (the 2005 MIP).  Mr. Celaya’s bonus opportunity is based
exclusively on the company achieving the 2005 EPS targets set by the
Compensation Committee.  Mr. Celaya would
receive no bonus under the plan unless at least the low EPS target is achieved.  At the low EPS target, subject to the other
general conditions of the plan, he would receive a bonus of 22.5% of his base
salary.  For each additional specified
increment in EPS achieved, his bonus would be increased by 7.5 percentage
points, up to the maximum bonus opportunity of 90% of his base salary.  This description of the bonus award is
subject to the general conditions of the 2005 MIP, which includes for example
provisions that participants must remain employed at the time the incentive is
to be paid and that the calculated incentive may be reduced based upon a
participant’s performance below expectations regarding their individual
financial and/or non-financial performance objectives.


 


Equity
Compensation:  Mr.
Celaya has options to purchase 300,000 shares of the company’s common stock,
pursuant to the 1999 Stock Incentive Plan, as amended (the Incentive
Plan).  The Compensation Committee
granted these options in 2003 when Mr. Celaya joined the company.  The options have an exercise price of $1.65
per share, become exercisable in three annual installments on each of October 27,
2004, 2005, and 2006, and have a ten year term. 
The options were granted at the fair market value of the company’s
common stock on the date of grant.  The
terms of the options include provisions for acceleration of the vesting of such
options in the event of a change of control of the Company (as defined in the
Incentive Plan) or in the event Mr. Celaya’s employment is terminated without
cause (as defined in the option agreement) prior to October 27, 2005, the
two-year anniversary of his start date. 
In the former case, the options would be accelerated and remain
exercisable in accordance with Section 13(b) of the Incentive Plan.  In the latter case, the options would be
accelerated and remain exercisable for the balance of such two-year
period.  Mr. Celaya’s options are subject
to earlier exercise or termination and the other terms and provisions of the
applicable option agreement and the Incentive Plan.


 





















 


Other:   If Mr. Celaya’s employment is terminated
without cause (as defined in his option agreement) or for reasons related to
change in control prior to October 27, 2005, then the company has agreed
to pay Mr. Celaya severance in a lump sum equal to his base salary for the
number of months remaining prior to such two-year anniversary (or six months
base salary if termination occurs within the last six months of such two year
period).  If Mr. Celaya is terminated
without cause after October 27, 2005, the Company has agreed to pay
severance in a lump sum equal to six months base salary.  Mr. Celaya is eligible to participate in the
company’s benefit plans that are offered U.S. exempt employees (within the
meaning of the Fair Labor Standards Act) generally.  The company may pay for certain personal
benefits from time to time (such as relocation costs and associated taxes
incurred in 2004), which in the aggregate have been less than 10% of Mr. Celaya’s
combined salary and bonus (if any) in each of the past two calendar years since
he joined the company.   Mr. Celaya’s
previously filed employment offer letter contains other terms of his employment
and compensation arrangements.


 


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