Exhibit 10.20


 


SITEL CORPORATION


 


Summary of Dale W. Saville Compensation
Arrangements

As of January 1, 2005


 


Mr. Saville serves as
Executive Vice President 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. Saville’s base salary, bonus opportunity, other
incentives if any, and equity compensation from time to time.


 


Base
Salary:  Mr. Saville’s
annual base salary since July 1, 2004 is $250,000.


 


Bonus
Opportunity:  For 2005,
Mr. Saville 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. Saville’s bonus opportunity is based
exclusively on the company achieving the 2005 EPS targets set by the
Compensation Committee.  Mr. Saville
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.
Saville has options to purchase 200,000 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 as to 100,000 shares in 2000 when Mr. Saville joined the
company and as to 100,000 shares in 2002. 
The options were granted at the fair market value of the company’s
common stock on the date of grant and have a ten-year term.  The options granted in 2000 have an exercise
price of $2.6875 per share and become exercisable in five annual installments
on each of October 30, 2001, 2002, 2003, 2004, and 2005.  The options granted in 2002 have an exercise
price of $2.765 per share.  Thirty
percent (30%) of these options become exercisable in five annual installments
on each of March 14, 2003, 2004, 2005, 2006 and 2007.  The remaining seventy percent (70%) of these
options become exercisable on March 14, 2009, but are subject to earlier
exercise if certain performance goals (an EPS target and a closing stock price
target) are met prior to that date.  The
performance-accelerated options are non-forfeitable once they become
exercisable, which means Mr. Saville keeps the options after that even if his
employment terminates before he exercises the options.  All of the options become exercisable in full
upon a change in control of the


 





















 


company if the closing
stock price on the effective date of the change in control is at least $12 per
share.  All of the options are subject to
earlier exercise or termination and the other terms and provisions of the
applicable option agreement and the Incentive Plan.


 


Other:   Mr. Saville 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, which in the aggregate have been
less than 10% of Mr. Saville’s combined salary and bonus (if any) in each of
the past three calendar years.


 


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