#### **Exhibit 10.18**

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#### **SITEL CORPORATION**

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**Summary of Jorge A. Celaya CompensationArrangements**As of January 1, 2005

 

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

 

**BaseSalary**:  Mr. Celaya’sannual base salary is $290,000.

 

**BonusOpportunity**:  For 2005,Mr. Celaya is eligible to receive a bonus of up to 90% of his base salarypursuant to the company’s 2005 Management Incentive Plan (the 2005 MIP).  Mr. Celaya’s bonus opportunity is basedexclusively on the company achieving the 2005 EPS targets set by theCompensation Committee.  Mr. Celaya wouldreceive no bonus under the plan unless at least the low EPS target is achieved.  At the low EPS target, subject to the othergeneral conditions of the plan, he would receive a bonus of 22.5% of his basesalary.  For each additional specifiedincrement in EPS achieved, his bonus would be increased by 7.5 percentagepoints, up to the maximum bonus opportunity of 90% of his base salary.  This description of the bonus award issubject to the general conditions of the 2005 MIP, which includes for exampleprovisions that participants must remain employed at the time the incentive isto be paid and that the calculated incentive may be reduced based upon aparticipant’s performance below expectations regarding their individualfinancial and/or non-financial performance objectives.

 

**EquityCompensation**:  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 IncentivePlan).  The Compensation Committeegranted these options in 2003 when Mr. Celaya joined the company.  The options have an exercise price of $1.65per 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’scommon stock on the date of grant.  Theterms of the options include provisions for acceleration of the vesting of suchoptions in the event of a change of control of the Company (as defined in theIncentive Plan) or in the event Mr. Celaya’s employment is terminated withoutcause (as defined in the option agreement) prior to October 27, 2005, thetwo-year anniversary of his start date. In the former case, the options would be accelerated and remainexercisable in accordance with Section 13(b) of the Incentive Plan.  In the latter case, the options would beaccelerated and remain exercisable for the balance of such two-yearperiod.  Mr. Celaya’s options are subjectto earlier exercise or termination and the other terms and provisions of theapplicable option agreement and the Incentive Plan.

 

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**Other**:   If Mr. Celaya’s employment is terminatedwithout cause (as defined in his option agreement) or for reasons related tochange in control prior to October 27, 2005, then the company has agreedto pay Mr. Celaya severance in a lump sum equal to his base salary for thenumber of months remaining prior to such two-year anniversary (or six monthsbase salary if termination occurs within the last six months of such two yearperiod).  If Mr. Celaya is terminatedwithout cause after October 27, 2005, the Company has agreed to payseverance in a lump sum equal to six months base salary.  Mr. Celaya is eligible to participate in thecompany’s benefit plans that are offered U.S. exempt employees (within themeaning of the Fair Labor Standards Act) generally.  The company may pay for certain personalbenefits from time to time (such as relocation costs and associated taxesincurred in 2004), which in the aggregate have been less than 10% of Mr. Celaya’scombined salary and bonus (if any) in each of the past two calendar years sincehe joined the company.   Mr. Celaya’spreviously filed employment offer letter contains other terms of his employmentand compensation arrangements.

 

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