Exhibit 10.21


 


SITEL CORPORATION


 


Summary of Robert Scott Moncrieff Compensation
Arrangements

As of January 1, 2005


 


Mr. Scott Moncrieff
serves as Executive Vice President of the company.  He has a written employment agreement.  The Compensation Committee and other
independent directors consider the recommendations of the Chief Executive
Officer and approve Mr. Scott Moncrieff’s base salary, bonus opportunity, other
incentives if any, and equity compensation from time to time.


 


Base
Salary:  Mr. Scott
Moncrieff’s annual base salary since July 1, 2004 is 126,000£.


 


Bonus
Opportunity:  For 2005,
Mr. Scott Moncrieff 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. Scott Moncrieff’s bonus
opportunity is based exclusively on the company achieving the 2005 EPS targets
set by the Compensation Committee.  Mr.
Scott Moncrieff 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.
Scott Moncrieff has options to purchase 100,000 shares of the company’s common
stock, of which 35,000 shares may be purchased pursuant to the 1995 Employee
Stock Option Plan, as amended (the 1995 Employee Plan) and 65,000 may be
purchased pursuant to the 1999 Stock Incentive Plan, as amended (the Incentive
Plan).  The Compensation Committee
granted these options at various times over the years since Mr. Scott Moncrieff
joined the company.  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.   
Regarding the options for 35,000 shares granted under the 1995 Employee
Plan, options for 5,000 shares have an exercise price of $4.78125 and have
become fully exercisable and options for 30,000 shares have an exercise price
of $3.50 per share (having been repriced in 1998) subject to a price threshold
for exercisability.  The price threshold
is an average closing price for the common stock of at least $9.00 over thirty
consecutive trading days.  The 30,000
options become exercisable in any event as to all shares on May 12, 2006 and
expire on November 11, 2006. 
Regarding the options for 65,000 shares granted under the Incentive
Plan, options for 10,000 shares


 





















 


have an exercise price of
$6.65625 and have become fully exercisable, options for 10,000 shares have an
exercise price of $2.65625 and become exercisable in five annual installments
on each of January 11, 2002, 2003, 2004, 2005 and 2006, and options for
45,000 shares have an exercise price of $2.36 and become exercisable in five
annual installments on each of January 2, 2005, 2006, 2007, 2008 and
2009.  All of the options are subject to
earlier exercise or termination and the other terms and provisions of the
applicable option agreement and the 1995 Employee Plan or Incentive Plan, as
applicable.


 


Other:   Mr. Scott Moncrieff’s previously filed
employment agreement contains other terms of his employment and compensation
arrangements.


 


2