Exhibit 10.22


 


Management
Incentive Plan (MIP) 2005


ExCo,
Group COOs, Global SVPs


SWW
VPs Directors and Managers


 


Overview:


 


The 2005 Management Incentive Plan provides eligible participants with
the opportunity to earn incentive pay based upon one or more of the following
factors:


 


•                  SITEL achieving
its Earnings Per Share (EPS) goal, and


•                  The Business
Unit achieving its Business Unit Contribution (BUC) target.


•                  The individual’s
contribution to achieving the BU/corporation’s objectives


 


Incentive Opportunity:


 


SITEL has chosen a “percentage of base salary” as the appropriate
target incentive compensation opportunity.


 


	
  CEO, ExCo, (grade 20-21)

  	
   

  	
  75% of base salary

  	
   

  
	
  COOs (grade 19)

  	
   

  	
  40% of base salary

  	
   

  
	
  BU Leaders/MDs/Global SVPs (typically grades 16-19)

  	
   

  	
  30% of base salary

  	
   

  
	
  VPs and Directors (typically grades 16 – 17)

  	
   

  	
  20% of base salary

  	
   

  
	
  Managers (typically grade 15)

  	
   

  	
  15% of base salary

  	
   

  



 


Incentive Components:


 


MIP participants, at or above Grade 15, within BUs have a target
incentive opportunity that is split between an EPS performance component
and a BUC performance component.


 


The amount of the split depends upon the level of employee. The higher
the employee’s job grade level, the greater the proportion of target incentive
opportunity is based on EPS.  The table
below summarizes the proportion of target incentive opportunity that is based
on EPS and BUC.


 


  


	
  Level

  	
   

  	
  Incentive Based on

  EPS

  	
   

  	
  Incentive Based on

  BUC

  	
   

  
	
  CEO, ExCo,
  Group COOs, and Global SVPs
(Grades
  19 through 21)

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  
	
  SWW VPs,
  Directors, and Managers

  (typically Grades 15-17)

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  
	
  BU
  Leaders/MDs
(typically
  Grades 16 – 18)

  	
   

  	
  40

  	
  %

  	
  60

  	
  %

  
	
  BU VPs,
  Directors, and Managers

  (typically Grades 15-17)

  	
   

  	
  20

  	
  %

  	
  80

  	
  %

  



 





















 


The ExCo, Group Chief Operating Officers (COOs), Global SVPs, and
eligible SWW VPs, Directors, and Managers have 100% of their target incentive
opportunity based exclusively on EPS.


 


Incentive Plan Threshold (“Gatekeeper”):


 


EPS Threshold – The Compensation Committee of the Board of
Directors has defined a minimum level of EPS that must be achieved before the
plan participant is eligible for any EPS incentive payment. This minimum EPS
level is necessary to fund the MIP, but does not guarantee a payout.


 





 


EPS Performance Component:


 


A low target EPS, defined by the Compensation Committee of the
Board of Directors, must be met or exceeded to trigger the calculation of an
EPS award amount.  At the low target EPS
level, 30% of the incentive opportunity is awarded.  For each additional 1 cent (USD) of EPS above
the low target EPS level, an additional 10% of the incentive opportunity will
be awarded, up to a maximum incentive opportunity of 120%. The award
percentages at various EPS percentages are shown in the table below:


 


	
  EPS Level

  	
   

  	
  Award Percentage for EPS

  Component of the Total

  Incentive Opportunity

  	
   

  
	
  Low target

  	
   

  	
  30

  	
  %

  
	
  Low target +
  1 cent

  	
   

  	
  40

  	
  %

  
	
  Low target +
  2 cents

  	
   

  	
  50

  	
  %

  
	
  Low target +
  3 cents

  	
   

  	
  60

  	
  %

  
	
  Low target +
  4 cents

  	
   

  	
  70

  	
  %

  
	
  Low target +
  5 cents

  	
   

  	
  80

  	
  %

  
	
  Low target +
  6 cents

  	
   

  	
  90

  	
  %

  
	
  Low target +
  7 cents

  	
   

  	
  100

  	
  %

  
	
  Low target +
  8 cents

  	
   

  	
  110

  	
  %

  
	
  Low target +
  9 cents

  	
   

  	
  120

  	
  %

  
	
  Greater than
  low target + 9 cents

  	
   

  	
  120

  	
  %

  



 


	
  Confidential

  	
   

  	
  SITEL Corporation

  



 


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Individual Performance Impact on Incentive Payments:


 


The actual payout of an individual’s
incentive may be reduced due to personal performance.  Each MIP participant’s manager is to assess
the individual’s contribution to achieving the objectives of the
corporation.  The vehicle for making this
assessment is the individual’s PACMan in which financial and non-financial
performance objectives are defined.  If
the individual’s manager determines that the individual’s performance was below
expectations, the manager may reduce the incentive award by a fraction or the
entire amount to arrive at an actual incentive payment.


 


All reductions in an incentive award are to
be reviewed by the appropriate HR manager to ensure the completeness and
accuracy of the manager’s assessment.


 


Incentive Calculation Examples


 


The
table below illustrates the incentive calculation for an SWW VP or Director
with a base salary of $100,000, and the incentive opportunity of 20% of base
salary, and several different EPS achievement scenarios:


 


Incentive Calculation Based on EPS Component


 


	
  Maximum Incentive

  Payment

  	
   

  	
  Percentage of

  Incentive Opportunity

  Based on EPS

  	
   

  	
  EPS Scenarios

  	
   

  	
  Incentive Payment Calculation

  - Resulting Salary of Base

  	
   

  	
  % of

  Base

  	
   

  	
  Incentive

  Award

  	
   

  
	
  20% of Base
  Salary

  	
   

  	
  100

  	
  %

  	
  Below minimum EPS

  	
   

  	
  (.20 X 1) X (.0)

  	
   

  	
  0

  	
  %

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Low target

  	
   

  	
  (.20 X 1) X (.30)

  	
   

  	
  6

  	
  %

  	
  6,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Low Target +
  2 cents

  	
   

  	
  (.20 X 1) X (.30 + (2 X .10))

  	
   

  	
  10

  	
  %

  	
  10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Low Target +
  9 cents

  	
   

  	
  (.20 X 1) X (.30 + (9 X .10))

  	
   

  	
  24

  	
  %

  	
  24,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Low Target +
  10 cents

  	
   

  	
  (.20 X 1) X (1.20)

  	
   

  	
  24

  	
  %

  	
  24,000

  	
   

  



 


In the example above, the incentive award is
the maximum possible payout.  For
example, assuming an actual EPS of Low Target + 2 cents, the incentive award
would be $10,000.  The MIP participant’s
manager might, through a PACMan review, determine that this person had
performed below expectations during the year such that the actual payment
should be reduced by $5,000, such that the actual incentive payment would be
$5,000. Note that the $5,000 reduction in this example does NOT become
available to the manager to pay to another individual.  A MIP participant’s manager may decrease, but
not increase, an incentive award based upon individual performance.


 


Confidentiality:


 


This plan is confidential and is not for
publication or distribution internally beyond the authorized distribution or
outside of SITEL.


 


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The EPS targets referred to in this document represent “insider
information” that cannot be compromised by accidental disclosure; therefore,
these EPS targets will be communicated verbally, to COOs, Business Leaders and
other eligible participants.   These
targets are documented in the meeting minutes of the Compensation Committee of
the Board of Directors.


 


2005 MIP
Guidance and Restrictions:


 


1.               This plan is a privilege,
and incentives come into effect only if the specified EPS objectives, BUC and
revenue growth objectives (applicable to BU participants), are met or exceeded.


 


2.               A MIP incentive opportunity is a percentage of
the participant’s annual base salary.  A
participant’s “annual base salary” excludes any non-standard payments
such as hiring bonuses, special incentive awards, draws, travel allowances,
ex-pat allowances, mobility allowances, etc.


 


3.               MIP payments will
be pro-rated based on time spent at particular levels of salary and incentive
opportunity.  For example, a manager
grade level 15 who spends 6 months at a salary level of 75,000 with a 15%
maximum total incentive opportunity, who is promoted to a Director level for
the remaining 6 months of the year with a salary of 90,000 and a 20% maximum
total incentive opportunity would show the following calculation if all revenue
growth objectives, EPS objectives and BUC objectives were fully met.


 


.15 X 75,000 X 50% (i.e. 6 months of the year)
= 5,625; Plus


.20 X 90,000 X 50% (i.e. 6 months of the year)
= 9,000


Total pro-rated incentive opportunity = 14,625


 


4.               There are multiple EPS and BUC goals
associated with the incentive opportunity targets for each participant.  These targets are absolute thresholds and
there is no pro-rata incentive opportunity payment between the target levels.


 


5.               EPS targets are stated in whole cents (USD)
per share as reported in the SEC filings of the company.  EPS targets are defined as after MIP payments
and may exclude one-time gains/losses that affect the fully diluted EPS
reported.  The Compensation Committee of
the Board of Directors make the decision as to what one-time items may be
included or excluded from the EPS calculations used to determine the MIP
calculations.  If the actual FY
2005 EPS (after MIP payments) would be less than the minimum EPS defined by the
Compensation Committee of the Board of Directors, all MIP incentives will be
proportionally reduced to ensure that the EPS (after MIP payments) is no less
than the minimum EPS.


 


6.               BUC
targets are stated as a percentage of revenue, accurate and rounded to two
decimal points.  Revenue growth
objectives are stated in local currency. 
The BUC targets for each BU are set by the appropriate COO and
approved by the ExCo and may be different


 


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from the budget for FY 2005.  Only the ExCo may approve BUC targets that
are stated as an absolute amount.


 


7.               MIP
incentives are paid on a yearly basis, after the close of the fiscal year and
public announcement of the fiscal year earnings.


 


8.               Participants in the FY 2005 MIP must be
employed at SITEL at the time the payment of incentives is made.  If a participant is terminated or leaves
his/her employment at SITEL prior to the payment of incentives, the person is not
entitled to any MIP payment.


 


9.               ExCo’s
written approval is required for any additions to the list of eligible
participants in the MIP and any exceptions to the 2005 MIP Plan opportunity
matrix.


 


10.         All grade Level 15
employees, regardless of job assignment, are eligible for MIP 2005 and are not
eligible for compensation under other incentive compensation plans.  Any exceptions, for example, grade 15 and
above sales people in a sales incentive plan must be approved, by name, by the
ExCo.


 


11.         The FY 2005 MIP does not
give any participant any right to continued employment by SITEL or to continued
eligibility for participation in this or any future SITEL incentive plan.  The FY 2005 MIP does not constitute any form of
employment contract for any period of time.


 


12.         SITEL reserves the right
to withhold or pro-rate any incentive payments under this plan in individual
cases in the event an employee’s performance does not comply with SITEL’s core
values as stated in the company’s literature, SITEL’s policies and procedures
as stated in Parachute, or the SITEL Leadership Model as defined in SITEL’s
performance management program (PACMan). 
This reserved right is in addition to any other disciplinary action
SITEL may deem appropriate. Any such performance deficiency will wherever
possible be communicated in advance of the end of the measurement period.  Payment eligibility under the FY 2005 MIP may
be resumed upon correction of the performance deficiency.


 


13.         SITEL reserves the right
to amend or discontinue the FY 2005 MIP.


 


14.         Excluding EPS, which is a
measurement determined solely by the Compensation Committee of the Board of
Directors, the determination whether any financial objective under the FY 2005
MIP has been met or exceeded shall rest with ExCo, whose determination shall be
final.


 


15.         The ExCo has the right to
adjust individual MIP payment criteria, within the limits set by the
Compensation Committee, to accommodate unusual situations that may arise do to
reassignment of participants to different BUs or roles within the company, or
any other unforeseen circumstances that were not contemplated in the drafting
of this MIP.


 


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MANAGEMENT
INCENTIVE PLAN (MIP) 2005 ACKNOWLEDGEMENT


 


I acknowledge that I have read, understand and accept the Management
Incentive Plan (MIP) 2005 and that the applicable EPS, BUC, revenue, and all
other applicable targets/goals have been communicated to me.


 


I understand that this plan supercedes all prior compensation
plans.  I acknowledge the rights reserved
by SITEL under this plan and agree to abide by the guidelines outlined herein,
and accept that any decisions made by the designated management authority or
their delegate regarding exceptions or appeals are final.


 


	
   

  	
   

  	
   

  	
   

  
	
  Participant Signature

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Participant Name

  	
   

  	
   

  



 


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