Exhibit 10.16


 


SEPARATION AGREEMENT


AND GENERAL RELEASE


 


     THIS SEPARATION AGREEMENT
AND GENERAL RELEASE (“Agreement”) is entered into on December 14, 2004 by and
between BILL L. FAIRFIELD (“Fairfield”) and SITEL CORPORATION (“SITEL”).


 


     SITEL and Fairfield have
mutually agreed to end their employer-employee relationship.  This Agreement is intended to provide the
terms of the mutual separation.


 


     1.  Resignation.  Fairfield hereby resigns effective December
31, 2004 (the “Effective Date”) from all positions he holds as a director
and/or officer of SITEL Corporation and any of its subsidiaries or joint
ventures or investments (collectively the “related entities”).  Fairfield shall promptly deliver any separate
documents further evidencing such resignations as SITEL may request.  SITEL will provide Fairfield with an advance
copy of the press release and internal communication which SITEL intends to
issue promptly following execution of this Agreement.


 


     2.  Compensation.  As a material inducement to Fairfield to
enter into this Agreement, SITEL agrees to:


 


          (a)    pay Fairfield the equivalent of twelve (12)
months of Fairfield’s current annual base salary ($400,000) in equal
installments and on the dates which correspond to SITEL’s regular paydays from
and after the Effective Date through December 31, 2005.  If Fairfield accepts other full-time
employment with another company in which he serves as a senior executive or a
full-time consulting arrangement with another company in which he consults with
senior executives at any time prior to December 31, 2005 (“replacement
arrangement”), Fairfield shall immediately advise SITEL of the name of such
company and the compensation payable to Fairfield under such replacement
arrangement.  The compensation payable to
Fairfield under this Paragraph 2(a) after the date that Fairfield begins
providing services to such other company under such replacement arrangement
shall be reduced on each payment date by the amount of any cash compensation
paid or payable to Fairfield under such replacement arrangement during such
time period.  For avoidance of doubt,
this provision concerning replacement arrangement is not intended to and does
not include teaching positions or short-term consulting engagements (thee months
or less with any particular company); and


 


         (b)    pay the same portion of the premium costs
associated with continued medical and dental insurance coverage of Fairfield
and his family under COBRA, on the dates such payments come due for the twelve
(12) period through December 31, 2005, as SITEL paid when Fairfield was a SITEL
employee (with Fairfield paying the same contribution he had been paying as a
SITEL employee), provided that Fairfield timely elects continued medical and
dental insurance coverage under COBRA and subject to the customary terms
applicable to such continued insurance coverage under COBRA.


 





















 


    Any vacation time accrued for
the year 2004 in accordance with SITEL policy and not taken by Fairfield shall
be included in Fairfield’s last regular payroll check for the period ended
December 31, 2004.  Fairfield
acknowledges that he is not entitled to any bonus in respect of 2004 or any
prior year.


 


     With respect to any other
SITEL benefit plans in which Fairfield participated prior to the Effective
Date, Fairfield’s participation in such plans shall end as of the Effective
Date and Fairfield shall be entitled to such benefits as may be payable to him
in accordance with and subject to the terms and conditions of such plans as in
effect from time to time.  SITEL
acknowledges that Fairfield is vested in his contributions to SITEL’s
non-qualified Executive Wealth Accumulation Plan and earnings thereon, and that
the balance of Fairfield’s account under such plan shall be paid out to
Fairfield promptly and in any event within the 60 days provided by such plan in
accordance with Fairfield’s lump-sum election on file with SITEL.


 


     3.     Consulting.     During the twelve (12) month period ending
December 31, 2005, Fairfield shall provide consulting services to SITEL as
reasonably requested from time to time by SITEL’s Chief Executive Officer in
the latter’s discretion.  SITEL shall pay
Fairfield a total of $1.00 for such consulting services, payable at the time of
the first post-Effective Date payment specified in Paragraph 2(a).  The parties anticipate that Fairfield’s time
commitment hereunder will not exceed 10 hours per month.  SITEL acknowledges that Fairfield has other
business, community and personal commitments and responsibilities and confirms
that reasonable efforts will be made so that Fairfield can provide these
consulting services to SITEL at times which are not in conflict with Fairfield’s
other time commitments and responsibilities. 
Fairfield shall be reimbursed for all reasonable out-of-pocket expenses
in connection with his consulting services pursuant to this Paragraph 3 which
are approved in advance by SITEL’s Chief Executive Officer and incurred and
reported in accordance with SITEL’s policies and procedures.


 


     4.     Effect on Options.     As of the date of this Agreement,
Fairfield has options to purchase a total of 315,000 shares of common stock of
SITEL.  Of these options, 115,000 were
issued to Fairfield when he was a non-employee director, all of which are vested
and will continue in accordance with their terms after the Effective Date (the “non-employee
director options”) and the remaining 200,000 were issued to Fairfield after he
became an executive of SITEL and by their terms would expire either concurrently
with or within 90 days after the Effective Date (the “employee options”).  Pursuant to an Amendment to Option Agreement
to be executed as of December 31, 2004, SITEL intends to permit the accelerated
vesting and continuance of the employee options for the period specified in
such amendment.


 


     Fairfield acknowledges that
following the Effective Date he will accrue no further interest in any options
to purchase stock of SITEL and that his only rights to exercise SITEL stock
options shall be those specified in the original option agreements, as amended
in the case of the employee options by the Amendment to Option Agreement.  For purposes of clarity, Fairfield’s options
are as follows:


 


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  Number of

  	
   

  	
  Option

  	
   

  	
   

  	
   

  	
  Expiration

  	
   

  	
   

  	
   

  
	
  Options

  	
   

  	
  Price

  	
   

  	
  Grant Date

  	
   

  	
  Date

  	
   

  	
  Type

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4,000

  	
   

  	
  $4.390625

  	
   

  	
  7/3/1995

  	
   

  	
  7/3/2005

  	
   

  	
  Non-employee director
  options

  	
   

  
	
  4,000

  	
   

  	
  $19.50

  	
   

  	
  7/3/1996

  	
   

  	
  7/3/2006

  	
   

  	
  Non-employee director
  options

  	
   

  
	
  12,000

  	
   

  	
  $16.8125

  	
   

  	
  6/6/1997

  	
   

  	
  6/6/2007

  	
   

  	
  Non-employee director
  options

  	
   

  
	
  67,000

  	
   

  	
  $4.78125

  	
   

  	
  1/18/1999

  	
   

  	
  1/18/2009

  	
   

  	
  Non-employee director
  options

  	
   

  
	
  18,000

  	
   

  	
  $2.71875

  	
   

  	
  5/6/1999

  	
   

  	
  5/6/2009

  	
   

  	
  Non-employee director
  options

  	
   

  
	
  10,000

  	
   

  	
  $2.51

  	
   

  	
  5/4/2001

  	
   

  	
  5/4/2011

  	
   

  	
  Non-employee director options

  	
   

  
	
  200,000

  	
   

  	
  $2.765

  	
   

  	
  3/14/2002

  	
   

  	
  3/14/2012

  	
   

  	
  Employee options

  	
   

  



 


     5.     SITEL’s Confidential
Information.    Fairfield
acknowledges that all Confidential Information (defined below) acquired by
Fairfield during his director and employment relationships with SITEL shall
remain exclusively the proprietary property of SITEL.  Through the Effective Date, Fairfield shall
maintain such Confidential Information as strictly confidential and use it
solely for the benefit of SITEL.  From
and after the Effective Date, Fairfield shall continue to maintain the strict
confidentiality of, and shall not disclose or use, such Confidential
Information.


 


     “Confidential Information”
as used in this Agreement means (a) information from of concerning SITEL’s (as
wall as that of its related entities) products, services, current or future
activities and plans relating to development, production or sales including the
timing of such matters, production, or design secrets, technical design or
specifications of products, intellectual property, research and development,
processes, systems, marketing and other business strategies and tactics,
procurement practices, pricing techniques and models, contract forms, contract
pricing and other terms, requirements, costs, profit margins, discounts,
rebates, finances, financial statements, and other financial information,
credit history, policies, contracts, books, records and documents; (b) names of
SITEL’s (as well as that of its related entities) clients, vendors and
strategic partners and other information concerning such clients, vendors and
strategic partners and their respective and businesses, products, services,
current or future activities and plans relating to development, production or
sales including the timing of such matters, productions or design secrets,
technical design or specifications of products, intellectual property, research
and development, processes, systems, marketing and other business strategies
and tactics, procurement practices, pricing techniques and models, contract
forms, contract pricing and other terms, requirements, costs, profit margins,
discounts, rebates, finances, financial statements, and other financial
information, credit history, policies, contacts, books, records and documents,
and for avoidance of doubt includes all information which is covered by
confidentiality agreements executed by SITEL with or for the benefit of such
clients, vendors and/or strategic partners; (c) all information of or about
SITEL (or of or about any of its related entities) which is marked confidential
or proprietary; and (d) all other information which a reasonable person would
understand is confidential and/or proprietary to SITEL or a related entity and
which if disclosed would likely cause significant harm to SITEL.  All information referenced above shall be
protected as Confidential Information regardless whether it is written or oral
and regardless of the media in which it is contained or by which it was
communicated.  The term “Confidential
Information” shall not include information which Fairfield can demonstrate is
generally known to the public (other than as a result of disclosures by
Fairfield in breach of his confidentiality obligations to SITEL).


 


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     6.     Full Consideration.     Fairfield expressly acknowledges that the
compensation provided in Paragraph 2 includes consideration for the settlement,
waiver, release, and discharge or any and all claims Fairfield may have against
SITEL as well as its related entities and include all claims arising under the
common law or under federal, state or local statute, law or regulation, or
cause of action, regarding discrimination based on race, color, religion, sex,
disability, national origin, political affiliation, veteran status, marital
status, or sexual orientation, retaliation, claims arising under the Age
Discrimination and Employment Act, Older Workers Benefit Protection Act, Family
and Medical Leave Act, Title VII, the Americans With Disabilities Act, the Fair
Labor Standards Act, the Employee Retirement Income Security Act and any and
all claims for compensation, bonuses, severance pay, vacation pay, expense
reimbursement, attorneys fees and costs, breach of contract, wrongful
discharge, interference with contract, intentional or negligent infliction of
emotional distress, defamation, promissory estoppel, detrimental reliance, or
any other reason established by the common law or by federal, state, or local
laws.


 


     7.     Cooperation.  If any matters for which Fairfield was
responsible during his employment remain pending as of the date of this
Agreement, Fairfield agrees to provide any cooperation or assistance reasonably
needed by SITEL to complete such matters. 
If any claims, actions or proceedings involving or affecting SITEL or
its related entities, or its or their respective officers, agents and
employees, arise which pertain to any period, transaction or occurrence prior
to and including the Effective Date and in respect of which SITEL reasonably believes
Fairfield’s assistance or cooperation will be advisable, Fairfield agrees to
cooperate fully with SITEL in investigating, preparing and testifying in
respect of such claims, actions or proceedings. 
Fairfield’s assistance and cooperation shall be provided without further
consideration beyond that provided in Paragraph 2 of this Agreement but
Fairfield shall be reimbursed for all reasonable out-of-pocket expenses in
connection with such assistance and cooperation which are approved in advance
by SITEL’s Chief Executive Officer and incurred and reported in accordance with
SITEL’s policies and procedures.


 


     8.     Return of Property.  Fairfield shall promptly return to SITEL all
property of SITEL which remains within Fairfield’s possession or control,
including without limitation, as applicable, keys, access cards, passwords,
corporate credit cards, corporate phone cards, computers, cellular phones, and
automobiles.


 


     9.     Non-Competition.  Fairfield acknowledges that SITEL would not
be willing to pay the compensation provided in Paragraph 2 or to engage
Fairfield’s consulting services pursuant to Paragraph 3 or to permit the
continued holding of certain options pursuant to Paragraph 4 if Fairfield,
prior to December 31, 2005, directly or indirectly, whether for his own account
of for or with (whether as agent, consultant, independent contractor, owner,
partner or otherwise) any other person or any entity whatsoever which is or
intends to be engaged in providing outsourced contact center services engages
in any of the activities described below in this Paragraph 9:


 


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          (a)     Solicitation of Clients.  Solicit, interfere in a harmful way with
SITEL’s business relationship with, or endeavor to entice away from SITEL, any
person or any entity of any kind whatsoever, in any geographic area of the
world where SITEL has done business, which was or is a client of SITEL, for
which SITEL performed services, with respect to any business, product or service
that is competitive to the products or services offered by SITEL, or under
development by SITEL, as of December 31, 2004 (the date of separation of
Fairfield’s employment relationship with SITEL).  This restriction shall apply only to such
clients of SITEL as were served by SITEL at any time during the one (1) year
period prior to December 31, 2004;


 


          (b)     Solicitation of
Prospective Clients.  Solicit,
interfere in a harmful way with SITEL’s attempted business relationship with,
or endeavor to entice away from SITEL, any person or any entity of any kind
whatsoever, in any geographic area of the world where SITEL has done business,
which was a prospective client of SITEL, with respect to any product or service
that is competitive to the products or services offered by SITEL, or under
development by SITEL, as of December 31, 2004. 
This restriction shall apply only to such prospective clients of SITEL
as were listed as a prospect of SITEL as of December 31, 2004 on any internal
pipeline of SITEL to which Fairfield had access;


 


          (c)     Solicitation of Employees.  Solicit or endeavor to induce any of SITEL’s
employees or consultants, who were in the employ or retainer of SITEL as of
December 31, 2004, to terminate their relationship with SITEL, or take away
such employees or consultants, or attempt to solicit, induce, recruit,
encourage, or take away employees or consultants of SITEL, either for Fairfield
or for any other person or entity;


 


          (d)     Solicitation of
Prospective Employees. 
Solicit, interfere in a harmful way with SITEL’s attempted employment or
retention of, or endeavor to entice away from employment with SITEL any person
with whom SITEL had engaged in discussions concerning employment or consulting
arrangements during the six (6) months period prior to December 31, 2004, and
with whom Fairfield had personal contact or knowledge as to SITEL’s discussions
with such person.


 


          (e)     Solicitation of Other
Business Relations.  Induce or
attempt to induce any supplier, business partner, licensor, licensee, or other
business relation of SITEL to cease doing business with SITEL, or interfere in
a harmful way with the relationship between any such supplier, business
partner, licensor, licensee, or other business relation and SITEL;


 


          (f)     Disclosure or Use of
Confidential Information. 
Communicate, divulge, use or disclose for use by any person or any other
entity whatsoever, any Confidential Information (as defined in Paragraph 5); or


 


          (g)     Advise or Recommend Activities.  Advise or recommend to any other person or
any other entity whatsoever that they engage in any activity which Fairfield is
restricted from engaging in under subsections (a) through (f) above.


 


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     If Fairfield breached this
Paragraph 9 in any respect, Fairfield shall not be entitled to any payments
coming due under Paragraph 2 on any regular payday date after such breach (and
shall immediately return to SITEL on demand any payments already received by
Fairfield pursuant to Paragraph 2 on or after such breach) and SITEL shall have
the right to terminate the employee options in accordance with the Amendment to
Option Agreements.


 


     For avoidance of doubt, the
foregoing provisions are not intended to, and do not, include indirect
involvement consisting solely of Fairfield’ beneficial ownership, within the
meaning of Rule 13d-3 promulgated under the Securities and Exchange Act of
1934, of 2% or less of the outstanding securities of any class of securities
issued by a publicly-traded entity.


 


     If Fairfield has any doubts
about whether an activity he wishes to engage in may breach this paragraph 9 he
may provide at least 10 working days advance written notice of the proposed
activity to SITEL (to the separate attention of the CEO and the General Counsel
at 7277 World Communications Drive, Omaha, Nebraska 68122) including full
details.  If Fairfield has provided such
notice (with the required full details) and SITEL has not delivered its
response (which may be positive, negative, or indicate that additional details
are needed) within 10 working days after SITEL received the notice in
accordance with such provisions, then if Fairfield proceeds with such activity
in strict accordance with such notice such activity will not be considered as
breaching this Paragraph 9.


 


     10.     Non-Admission.  This agreement shall not in any way be
construed as an admission by SITEL, it officers, agents, or employees, of any
wrongful or unlawful act or omission whatsoever against Fairfield or any other
person, or by Fairfield of any wrongful or unlawful act or omission whatsoever
against SITEL or any other person.  SITEL
specifically disclaims any liability to, or wrongful or unlawful act or omission
against, Fairfield or any other person on the part of itself, its officers,
agents or employees.


 


     11.     Waiver.  As a material inducement to SITEL to enter into
this Agreement, Fairfield represents to SITEL that he has not filed any
lawsuits, charges, or complaints with any local, state or federal agency or
court of law arising from his relationship with SITEL, including the mutual
termination of such relationship. 
Fairfield further represents to SITEL that, subject to SITEL’s
compliance with the terms of this Agreement, he will not seek to recover any
monetary damages against SITEL.


 


     12.     Intent.  The parties understand and agree that the
overriding and controlling intent of this Agreement is to accomplish a full
release of all claims or actions Fairfield has or might have against SITEL or
any related entity, or which SITEL or any related entity has or might have
against Fairfield, for any wrongful, unlawful or unfair act or omission up to
and including the date of the execution of this Agreement.  Fairfield, for himself and his successors and
assigns, does hereby release, settle, acquit and forever discharge SITEL, and
any related entity, its and their officers, agents and employees, and SITEL, for
itself and its successors and assigns, does hereby release, settle, acquit and
forever discharge Fairfield, of and from any and all claims, actions, causes of
action, rights, demands, debts, damages, grievances, or any action of whatever
nature, known or unknown, arising from or 


 


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in any way connected with the employment relationship between the
parties, any actions taken by SITEL or any related entity or Fairfield during
the employment relationship, the termination of that relationship and any other
dealings of any kind between Fairfield and SITEL or any related entity up to
the Effective Date.


 


     13.     Knowing and Voluntary.  Fairfield expressly acknowledges that he
understands all the provisions of this Agreement and that he is knowingly and
voluntarily entering into this Agreement. 
Fairfield further acknowledges that SITEL has encouraged and given him
the opportunity to thoroughly discuss all aspects of this Agreement with his
attorney and other advisors before signing this Agreement.


 


     14.     Governing Law.  This Agreement is made and entered into in
the State of Nebraska and shall in all respects be interpreted, enforced, and
governed under the laws of said State. 
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any
of the parties hereto.


 


     15.     Effect of Invalidity.  If any provision of the Agreement is declared
or determined by any court of competent jurisdiction to be illegal, invalid,
void, or unenforceable, the legality, validity, and enforceability of the
remaining provisions shall not be affected thereby, and such illegal, invalid,
void or unenforceable or invalid provision shall be deemed not a part of this
Agreement.


 


     16.     Entire Agreement.  This Agreement sets forth the entire
agreement between the parties and, unless otherwise specified herein, fully
supersedes any and all prior agreements or understandings between the parties
as to Fairfield’s employment.  SITEL
acknowledges that the Indemnification Agreement dated on or about July 3, 1995
relating to Fairfield’s service as a director and later an officer of SITEL
remains in effect according to its existing terms and conditions.


 


     17.     Opportunity to Review.  Fairfield expressly acknowledges that SITEL
has advised him that he may take up to twenty-one (21) days in which to review
the terms of this Agreement, and that following his execution of this
Agreement, he has an additional seven (7) days in which to revoke his
agreement.  Any such revocation shall not
affect the resignations tendered by Fairfield pursuant to Paragraph 1, which any
shall remain in full force and effect from the date thereof.


 




	
  /s/ Bill L. Fairfield

  
	
  BILL L. FAIRFIELD

  
	
   

  
	
  SITEL CORPORATION

  
	
  By: 

  	
  /s/ James F. Lynch

  
	
   

  	
  James F. Lynch, CEO

  






 


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