**Exhibit10.19**

DATED 23 February 2006

 

SITEL Europe Limited

- and -

ROBERT SCOTT MONCRIEFFESQ

 

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SERVICE AGREEMENT

 

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TAYLOR WESSINGCarmelite50 Victoria EmbankmentBlackfriarsLondon EC4Y ODX

Tel No: 020-7300 7000Fax No: 020-7300 7100

SMN/NRB

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**INDEX**
| Clause                                 | ** **                                                | **Page No.** |
|----------------------------------------|-----------------------------------------------------------|--------------|
| 1.                                     | Definitions and Interpretations                           |         | 1 |
| 2.                                     | Position and Terms                                        |         | 3 |
| 3.                                     | Remuneration                                              |         | 4 |
| 4.                                     | Pensions and benefits                                     |         | 5 |
| 5.                                     | Holidays and Holiday Pay                                  |         | 6 |
| 6.                                     | Sickness/Incapacity                                       |         | 7 |
| 7.                                     | Duties                                                    |         | 8 |
| 8.                                     | Performance of Duties                                     |         | 9 |
| 9.                                     | Working Time                                              |         | 9 |
| 10.                                    | Garden Leave                                              |         |   |
| 11.                                    | Expenses                                                  |         |   |
| 12.                                    | Confidential Information and Trade Secrets                |         | 10 |
| 13.                                    | Intellectual Property Rights                              |         | 11 |
| 14.                                    | Outside Interests                                         |         | 12 |
| 15.                                    | Termination of Directorship                               |         | 12 |
| 16.                                    | Termination on the happening of certain events            |         | 12 |
| 17.                                    | Suspension                                                |         | 13 |
| 18.                                    | Executive’s obligations on termination of employment |         | 13 |
| 19.                                    | Effect of termination of this agreement                   |         | 14 |
| 20.                                    | Restrictive Covenants                                     |         | 14 |
| 21.                                    | Reasonableness of Restrictions                            |         | 14 |
| 22.                                    | Grievance and disciplinary procedure                      |         | 15 |
| 23.                                    | Prior Agreements                                          |         | 15 |
| 24.                                    | Notices                                                   |         | 15 |
| 25.                                    | Miscellaneous                                             |         | 16 |
| 26.                                    | Law and Jurisdiction                                      |         | 16 |
| SCHEDULE 1 Sales & Marketing Staff |                                                      | 17           |
| SCHEDULE 2 Severance payments          |                                                      | 20           |
| Signing clauses                        |                                                      |         |
| Appendix                               |                                                      |         |

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**THIS AGREEMENT** ismade on 23 February 2006.

# **BETWEEN**

(1)          **SITEL Europe Limited**, the registered officeof which is at Merit House, Timothy’s Bridge Road, Stratford upon Avon,Warwickshire, CV37 9HY (the “Company”); and

(2)          **Robert Scott Moncrieff** of 211 Ice Wharf 17New Wharf Road London N1 9RF (the “Executive”).

# **INTRODUCTION**

The Company has agreed to employ the Executive and theExecutive has agreed to be employed by the Company on the terms and conditionscontained in this agreement.

# **AGREED TERMS**

**1.****                          Definitionsand Interpretations**

1.1                     Inthis agreement and the recitals and schedules the following expressions shallhave the meanings set out opposite them:

**“Accounting Period”** means 1 January to 31December in each year.

“**Board**” means the board of directors of theCompany from time to time or any committee of the Board duly appointed by it;

**“Business Day”** means any day other than aSaturday, Sunday or any other day which is a public holiday in the place orplaces at which the transaction in question is being effected or the notice inquestion is effected;

**“Compensation Committee”** means theCompensation Committee of the board of directors of SITEL Corporation;

**“Effective Date”** means the date of thisagreement;

**“Employment”** means the employmentestablished by this agreement;

**“Group”** means the Company and its GroupMembers;

“**Group Member**” means the Company, anyholding company of the Company (as defined in s736 of the Companies Act 1985)and any subsidiary undertakings of the Company or such holding company and “**Member of the Same Group**” as any entitymeans any group undertaking as so defined of that entity;

**“Holiday Year”** means a period of 12 monthsfrom 1 January in each calendar year to 31 December in the following calendaryear;

**“Scheme”** means the SITEL UK Group PensionScheme; and

**“Termination Date**” means the date on whichthe Executive’s employment under this agreement terminates.

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1.2                     Inthis agreement and the recitals and the schedules:

a)              referenceto any statute or statutory provision includes a reference to that statute orstatutory provision as amended, extended or re-enacted and to any regulation,order, instrument or subordinate legislation under the relevant statute orstatutory provision;

b)             referenceto the singular includes a reference to the plural and vice versa;

c)              referenceto any recital, clause, sub-clause or schedule is to a recital, clause,sub-clause or schedule (as the case may be) of or to this agreement;

d)             referenceto any gender includes a reference to all other genders; and

e)              referencesto persons in this agreement include bodies corporate, unincorporatedassociations and partnerships and any reference to any party who is anindividual is also deemed to include their respective legal personalrepresentative(s).

**2.****                          Positionand Terms**

2.1                     Thisagreement shall be effective from “Effective Date” and subject as hereafterprovided shall continue in force thereafter until terminated by not less thanthree months’ written notice given by either party to the other at any time.

2.2                     TheExecutive may be entitled to a termination payment on or after the TerminationDate subject to the terms of Schedule 2 of this agreement.

2.3                     Thereis no employment with a previous employer which counts as part of the Executive’scontinuous period of employment for the purposes of the Employment Rights Act1996 which began on 14 April 1998.

2.4                     Duringthe continuance of this agreement the Company shall employ the Executive asExecutive Vice President and he will serve the Company in the mannerhereinafter mentioned.

2.5                     TheCompany shall be entitled in its absolute discretion, instead of giving noticeto terminate the Employment as herein provided, to terminate the Employmentwithout notice and to pay the Executive an amount equal to the basic salary(calculated pursuant to sub-clauses 3.1 and 3.2) to which the Executive wouldotherwise be entitled hereunder if three months’ notice had been given.

2.6                     TheCompany shall be entitled in its absolute discretion (as an alternative to itsentitlement pursuant to sub-clause 2.4), instead of giving three months’ noticeto terminate the Employment as herein provided, to terminate the Employment onshorter notice and to pay the Executive an amount equal to the basic salary(calculated pursuant to Sub-clauses 3.1 and 3.2) to which the Executive wouldotherwise be entitled hereunder if three months’ notice had been given less asum equivalent to such basic salary paid during any period of shorter notice(whether or not the Executive has been sent on garden leave during such noticeperiod pursuant to clause 10).

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2.7                     Ifany payments are made to the Executive pursuant to Schedule 2 of thisagreement, they shall be deemed to include, and shall not be in addition to,the payments referred to in clauses 3.3 and 3.4 of this agreement and anysalary and benefits paid to the Executive during any period of garden leavepursuant to clause 11 or any notice period given pursuant to clauses 2.1, 2.5or 2.6 of this agreement.

**3.****                          Remuneration**

3.1                     Byway of remuneration for his services under this agreement the Company shall payto the Executive a salary at the rate of one hundred and forty thousand pounds140,000 GBP per annum (which shall be deemed to accrue from day to day) payablein arrears by equal monthly instalments on the last Business Day of each month,such salary being inclusive of any fees to which the Executive may be entitledas a director of the Company or any subsidiary.

3.2                     Onor about 1 January 2007 and on each anniversary of such date during thecontinuance of this agreement, the said salary payable under sub-clause 3.1shall be reviewed and the rate of such salary payable after the date of suchreview shall be no less than that payable immediately before.

3.3                     TheExecutive shall in addition to the basic salary payable under sub-clause 3.1from time to time be entitled to:

a)              a costof living allowance of 11,000 GBP per annum (which shall be deemed to accruefrom day to day) payable in arrears by equal monthly instalments on the lastBusiness Day of each month and subject to the deduction of tax at source; and

b)             toparticipate in any Management Incentive Plan or other annual bonus plan forsenior executives approved by the Board at its absolute discretion with theapproval of the Compensation Committee.

3.4                     Inthe event of any variation in the remuneration payable to the Executive hereunderbeing made by agreement between the parties hereto, such variation shall notconstitute a new agreement but subject to any express agreement to the contrarythe Employment shall continue subject in all respects to the terms andconditions of this agreement with such variations as aforesaid.

3.5                     Upontermination for whatever reason of the Employment, the Company shall beentitled to deduct from any sum then payable to the Executive by reason of theEmployment or its termination the value of any claim the Company or any GroupMember may bona fide have against the Executive whether in respect of anyperiod before such termination or not, any monies which may at that time beowed by the Executive to the Company or a Group Member, including but not limitedto:

a)              overpaymentof wages;

b)             overpaymentof expenses incurred by the Executive in carrying out his duties;

c)              loansor advances on wages which the Company may from time to time make to the  Executive; and

d)             asum representing holiday taken in excess of entitlement at the date of thetermination of the Employment.

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By signing this agreementthe Executive agrees to such deductions.

3.5                     TheExecutive shall not be entitled, save as set out in the rules of any optionscheme or plan, upon termination of his employment hereunder, to receive anycompensation in respect of any option or other right to acquire (whether by wayof subscription or by way of transfer) shares in the Company and which, but forsuch termination, he would or might have been or become entitled to be grantedor to exercise and shall not claim any such compensation from the Company.

**4.****                          Pensionsand benefits**

4.1                     Subjectto any eligibility requirements of the Scheme the Executive is entitled tobecome a member of the Scheme and subject to its rules from time to time inforce. A copy of the Scheme Rules may be obtained from the Company’s FinanceDepartment.

4.2                     Acontracting out certificate is not in force in relation to the Employment.

4.3                     TheExecutive shall also receive the following benefits:

a)              theExecutive and his spouse and dependents up to the earlier of age 18 or whilstin full-time education, if any, shall be entitled to be a member of the Company’smedical expenses scheme or such other medical expenses scheme as the Companymay make available from time to time provided the Executive, his spouse anddependent children, if any, meet the normal underwriting requirements of thatscheme and is or are accepted at the normal rates of premium;

b)             theExecutive shall be entitled to the benefit of life insurance cover of a suminsured equal to four times the Executive’s annual basic salary payable subjectto any limits placed on such cover from time to time by HM Revenue &Customs provided the Executive meets the normal underwriting requirements ofthe scheme and is accepted at normal rates of premium; and

c)              theExecutive shall be entitled to be a member of the Company’s permanent healthinsurance scheme or of such other permanent health insurance scheme as theCompany may make available from time to time provided the Executive meets thenormal underwriting requirements of the scheme and is accepted at the normalrates of premium.

Detailsof these benefits may be obtained from the Company’s Finance Department.

4.4                     TheCompany will ensure that the Executive is covered under a directors andofficers liability insurance policy or policies during the Employment and whilepotential liability exists after the termination of the Employment for anyreason, in the same amount and to the same extent during the Employment as theCompany covers its other directors and officers and, after the termination ofthe Employment for any reason in the same amount and to the same extent as theCompany covers any other former officers and former directors.

**5.****                          Holidaysand Holiday Pay**

5.1                     Inaddition to the normal bank and English public holidays and subject tosub-clause 6.2 the Executive shall be entitled to 25 Business Days paid holidayduring each 

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Holiday Year and pro ratafor any shorter period. The Executive shall not be entitled to take holidayincorporating more than 10 Business Days at any one time and all holiday shallbe taken at such time or times as may be agreed with the Board.

5.2                     TheExecutive may not without the consent of the Board carry forward any unusedpart of his holiday entitlement to a subsequent Holiday Year. If in any HolidayYear the Executive does not, at the request of the Company, take his fullholiday entitlement, the Company shall at the Board’s discretion either pay theExecutive additional salary in lieu of such unused holiday entitlement or agreeto the Executive carrying forward such unused holiday entitlement to the nextHoliday Year.

5.3                     Ontermination of the Employment the Executive shall be entitled to receive apayment representing holiday accrued and as yet untaken on a pro rata basis forthe number of completed calendar months he has worked during the currentholiday year. If the Executive has taken holiday in excess of his accruedentitlement he will be required to refund to the Company a sum representingsuch unearned holiday. Such sum shall be calculated at a rate of 1 / 365th ofannual basic salary payable to the Executive pursuant to clause 3.1 from timeto time per day of unearned holiday taken.

**6.****                          Sickness/Incapacity**

6.1                     Ifthe Executive shall be prevented by illness accident or other incapacity fromproperly performing his duties under this agreement he shall report this factpromptly to the Board and if the Executive is so prevented for three or moreworking days he shall provide an appropriate statement and doctor’s certificateor a completed self certification form in the manner required by the Company.

If theExecutive shall be absent from his duties under this agreement due to illnessaccident or other incapacity duly certified in accordance with the provisionsof sub-clause 6.1, he shall be paid his full remuneration for the first sixmonths (whether or not such days are normal working days) of such absenceduring any period or periods totalling 365 days (whether or not such days arenormal working days). Thereafter any payment shall be subject to and inaccordance with, the terms of the Company’s permanent health insurance schemeand the cost of living allowance and bonus payments referred to at sub-clause3.3 shall not be payable.

6.2                     Ifthe Executive shall be so incapacitated for a period or periods of six monthsin the aggregate in any period of twelve months or the Board has reason tobelieve that the Executive may be unable properly to perform his duties for acontinuous period of six months or more then the Company shall be entitled toterminate this agreement by giving the Executive no fewer than six months’notice in writing less the aggregate of any periods during which he has beenpaid salary under sub-clause 6.1 during the twelve months prior to the givingof such notice notwithstanding that the Executive is entitled to benefit underthe terms of the Company’s permanent health insurance scheme. The length of thesaid notice shall in any event be the minimum permitted by statute dependentupon the length of the Executive’s service with the Group.

6.3                     StatutorySick Pay (“SSP”) will be paid by the Company in accordance with the legislationin force at the time of absence. Any payment of remuneration under subclause 6.1for a day of absence will discharge the Company’s obligation to pay SSP forthat day.

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6.4                     TheExecutive will provide such co-operation as the Company may reasonably requestin order to enable the Company to recover for itself any statutory sick pay entitlementfrom the relevant Government authority.

6.5                     Ifthe Executive shall (in respect of such illness accident or other incapacity)become entitled to a state benefit instead of SSP, such benefit must be claimedby the Executive personally and the Executive shall inform the Company’sFinance Department in writing of the sum to which he is entitled. The amount ofsuch state benefit (up to a maximum of the amount paid or payable to theExecutive by virtue of sub-clause 6.1 of this agreement) shall be paid to theCompany by the Executive forthwith upon his receipt of such state benefit.

6.6                     Forthe purposes of the government SSP scheme the Executive’s “qualifying days” areMonday to Friday inclusive.

6.7                     TheCompany may require the Executive during any period of illness or incapacity toundergo a medical examination by a doctor nominated by the Company which doctorshall be free to report the results of any such examination to the Company orto the Executive’s personal doctor.

**7.****                          Duties**

7.1                     Duringthe continuance of this agreement the Executive shall faithfully and diligentlyperform such duties for and hold such offices (whether relating to the Companyor to any Group Member) and exercise such powers as the Board and/or the ChiefExecutive Officer of SITEL Corporation may from time to time reasonably direct.

7.2                     TheExecutive’s place of employment shall be at the offices of the Company, SITELHouse, 1 Canbury Park Road, Kingston-upon-Thames, KT2  6LZ UK or at such other place within theUnited Kingdom, Europe, the United States of America and such other countriesas the Board and/or the Chief Executive Officer may from time to timereasonably require. In the event that the Company requires the Executive’splace of employment to change it shall give the Executive reasonable notice ofsuch change. In addition, the Executive shall travel to such parts of the worldas the Board may direct or authorise. If the Board requires the Executive tochange his residence elsewhere than within a thirty mile radius of London theCompany will reimburse such removal and other incidental expenses as the Boardconsiders fair and reasonable in the circumstances. If the Board requires theExecutive to work outside the United Kingdom for a period of more than onemonth the Company will provide the Executive with written details of any termsand conditions which may apply to that work and his return to the UnitedKingdom.

7.3                     TheExecutive is required to render services under this Agreement, and shall(subject to such directions and restrictions as the Board may from time to timegive or impose) exercise and perform such powers and duties as the Board shallfrom time to time determine subject to any directions and restrictions fromtime to time given and imposed by the Board.

7.4                     TheExecutive shall:

a)                          reportto the Board and the Chief Executive Officer of SITEL Corporation as and whenrequired or to such other person as the Board may direct;

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b)                         whenrequested to do so fully and promptly give the Board and the Chief ExecutiveOfficer of SITEL Corporation such explanations, information and assistance asit may require relating to the transactions and affairs of the Company or anyGroup Member; and

c)                          welland faithfully serve the Company and any Group Member if directed to do so bythe Board and use his best endeavours to promote and protect the interests ofthe Company and any Group Member.

**8.****                          Performance of Duties**

8.1                     Duringhis employment under this Agreement the Executive shall (unless prevented byill health and except during such holidays as he shall be entitled to take asprovided below) devote his whole time, attention and abilities during businesshours and at such other hours as may reasonably be necessary in the interestsof the Company to the performance of his duties under this Agreement and shalluse his best endeavours to promote and protect the interest and welfare of theCompany and any Group Member for which he performs duties and shall not withoutthe previous consent in writing of the Board be a director of or engage in thebusiness of any company, firm or business which is not a Member of the SameGroup as or owned by a Group Member. Exception is made for Response DirectPublishing Limited, providing the activities do not constitute a conflict ofinterest with the activities of the Company or its Group Members.

8.2                     TheExecutive shall work such hours as the Board shall reasonably direct whichshall be a minimum of 37 1/2 hours per working week (Monday to Fridayinclusive) and such other hours as may be necessary for the performance of hisduties under this Agreement. The Executive shall not be entitled to be paidovertime. There are no normal hours of employment.

8.3                     TheExecutive shall not when carrying out and performing his duties under thisagreement assuming, create or incur any liability or obligation on behalf ofthe Company or any Group Member or commit the Company or any Group Member toexpend in any way whatsoever (including a contingent commitment) any sum ofmoney to any third party nor enter into any contract with any third partyexcept in accordance with the authority matrix approved from time to time bySITEL Corporation and except as authorized from time to time by the Board.

**9.****                          Working Time**

The Executive acknowledges that he holds a seniorexecutive position with certain autonomous decision taking powers and thereforeis not subject to regulation 4(1) of the Working Time Regulations 1998 butwithout prejudice to that the Executive accepts that by signing this agreementhe has agreed that, insofar as it would apply to the Employment, regulation4(1) of the Working Time Regulations 1998 shall not apply unless the Executivewithdraws such agreement by giving to the Company not less than three monthsprior notice in writing.

**10.****                   Garden Leave**

If written notice is given by the Executive or theCompany to terminate the Employment the Company may notwithstanding any otherterms of this agreement:

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a)              requirethe Executive to continue to perform such duties as the Board may direct solong as those duties are not demeaning;

b)             requirethe Executive to perform no duties; or

c)              excludethe Executive from any premises of the Company or of any Group Member for whichthe Executive performs duties

and ineach case the Company will continue to pay the Executive salary and provide allthe other benefits arising under this agreement during the period of notice.

**11.****                   Expenses**

TheCompany shall reimburse to the Executive all reasonable travelling and otherexpenses properly incurred by him in the performance of his duties under thisagreement and in accordance with any policies in this regard determined by theCompany from time to time (other than expenses incurred in travelling to andfrom the Company’s offices) such reimbursement to be made as soon as reasonablypracticable provided that on request the Executive shall provide the Companywith such vouchers or other evidence of actual payment of such expenses as theCompany may reasonably require.

**12.****                   ConfidentialInformation and Trade Secrets**

12.1               TheExecutive acknowledges that in the ordinary course of his employment under thisagreement he will be exposed to information about the business of the Companyor any Group Member and that of their suppliers and customers which amounts toa trade secret, is confidential or is commercially sensitive and which may notbe readily available to others engaged in a similar business to that of theCompany or any  Group Member or to thegeneral public and which if disclosed will be liable to cause significant harmto the Company or any Group Member.

12.2               TheExecutive shall keep secret and shall not at any time either during hisemployment under this agreement, or after its termination, for whatever reason,use communicate or reveal to any person for the Executive’s own or another’sbenefit, any secret or confidential information concerning the business,finances or organisation of the Company or any Group Member, its suppliers orcustomers which shall have come to his knowledge during the course of theExecutive’s employment under this agreement. The Executive shall also use hisbest endeavours to prevent the publication or disclosure of any suchinformation.

12.3               Forthe purposes of this clause and by way of illustration and not limitationinformation will prima facie be secret and confidential if it is not in thepublic domain and relates to:

a)              researchand developments;

b)             customersand details of their particular requirements;

c)              castings,profit margins, discounts, rebates and other financial information;

d)             marketingstrategies and tactics;

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e)              currentactivities and current and future plans relating to all or any of development,production or sales including the timing of all or any such matters;

f)                thedevelopment of new products;

g)             productionor design secrets; or

h)             technical,design or specifications of the products of the Company or any Group Member.

12.4               Therestrictions contained in this clause shall not apply to:

a)              anydisclosure or case authorized by the Company or required in the ordinary andproper course of the Executive’s employment under this agreement or as requiredby the order of a court or tribunal of competent jurisdiction or an appropriateregulatory authority; or

b)             anyinformation which the Executive can demonstrate was known to the Executiveprior to the commencement of the Executive’s employment by the Company or is inthe public domain otherwise than as a result of a breach of this clause.

**13.****                   IntellectualProperty Rights**

## 13.1               For the purposes of this clause, thefollowing terms shall have the following meanings:

“**Intellectual Property**” means patents,rights in designs, trade marks and service marks (whether registered orunregistered) including any applications for any of the foregoing, inventions,discoveries, improvements, copyright, goodwill, database rights, rights in confidentialinformation and know-how and all other intellectual or industrial propertyrights in any part of the world, including the right to sue for pastinfringements; and

“**Originated**” means originated, composed,written, invented, created, generated, discovered, designed, developed, ormanufactured whether solely or with others.

## 13.2               The Executive shall promptly disclose tothe Company full details of all Intellectual Property Originated by theExecutive at any time during the Employment (whether or not Originated duringnormal working hours and whether before or after the date of this agreement)that relates to, or is capable of being relevant to, the Company’s or any ofits Group Members’ present or future business. Subject to the provisions of the Patents Act 1977, all such IntellectualProperty shall vest in the Company absolutely to the fullest extent permittedby law.

## 13.3               To the fullest extent permitted by law theExecutive waives (in favour of the Company and all persons acquiring rights inanything Originated by the Executive through the Company by assignment, licenceor otherwise) irrevocably and unconditionally any moral rights in any part ofthe world (including any rights conferred by section 77-85 of the CopyrightDesigns and Patents Act 1988) that the Executive has or may have in any of theIntellectual Property belonging to the Company pursuant to clause 13.2.

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## 13.4               The Executive agrees, at the Company’sexpense as to out-of-pocket expenses, to execute all documents and do all actsand things as may be required by the Company to:

a)              vest(where the Company is not the first owner), or to confirm the vesting of, allright, title and interest in and relating to the Intellectual Property in theCompany or its nominees in accordance with clause 13.2;

b)             obtainor to maintain legal protection of that Intellectual Property in the Company’sname.

13.5               Pending the completion of vesting (or confirmation ofvesting) of Intellectual Property in the Company (or its nominee) as describedabove, the Executive shall hold all such Intellectual Property on trust for theCompany.

13.6               Theprovisions of this clause 13 will continue in force after the terminationof this agreement in respect of all Intellectual Property Originated by theExecutive during the period of Employment with the Company

**14.****                   OutsideInterests**

Duringthe Employment the Executive shall not (without the prior written consent ofthe Board and the Chief Executive Officer of SITEL Corporation):

a)              directlyor indirectly be engaged, concerned or interested in any capacity in anybusiness, trade or occupation other than that of the Company or any GroupMember except as a holder of not more than 1 per cent of issued shares or,securities in any companies which are listed or dealt in on any recognised stockexchange or market. For this purpose “occupation” shall include any public,private or charitable work which the Board considers may hinder or interferewith the performance of the Executive’s duties; or

b)             introduceto any other person, firm or company other than any Group Member or transactfor the account of himself or any other person, firm or company other than anyGroup Member business of any kind with which the Company is able to deal.

**15.****                   Termination of Directorship**

Ifduring his employment under this agreement the Executive shall cease (otherwisethan by reason of death or resignation or by virtue of a resolution beingpassed at a general meeting of the Company) to be a director of the Company hisemployment under this agreement shall nevertheless continue.

**16.****                Termination on the happening of certainevents**

TheCompany (without prejudice to any remedy which it may have against theExecutive for the breach or non-performance of any of the provisions of thisagreement) may by notice in writing to the Executive forthwith determine thisagreement if:

a)              theExecutive shall become bankrupt or make any composition or enter into any deedof arrangement with his creditors;

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b)             theExecutive shall become a patient as defined in the Mental Health Act 1983;

c)              theExecutive shall become prohibited by law from being a director or taking partin the management of the Company;

d)             theBoard has reason to believe that the Executive is guilty of any seriousmisconduct, any conduct tending to bring the Company or himself into disrepute(whether committed while carrying out the Company’s business or otherwise andwhether or not committed during working hours), serious or persistent neglectof his duties under this agreement’ or of any material breach or non-observanceof any of the conditions of this agreement or of any wilful or persistentbreach of breaches of this agreement or neglect, failure or refusal to carryout duties properly assigned to him under this agreement; or

e)              withoutprejudice to the generality of the terms of this clause 16, the Executive shallwillingly abuse or misuse the computer system of the Company or any GroupMember or any password relating to such computer system or shall gain access toany file or load any information or program contrary to the interests orprocedures of the Company or any Group Member.

**17.****                   Suspension**

If theBoard has reason to suspect that anyone or more of the events set out insub-clauses 16(a) to 16(e) (inclusive) have or has incurred (or if thecircumstances in sub-clause 6.3 appear to exist) the Board may suspend theExecutive on such terms as to payments of salary and other benefits orotherwise as the Board may think fit pending further investigations providedthat in the event of any such suspension being made the Executive shall havethe right to terminate his employment forthwith by notice in writing to theCompany but without any claim for compensation.

**18.****                   Executive’s obligations ontermination of employment**

Uponthe termination of Employment for whatever reason the Executive shall:

a)              forthwithtender his resignation as a director of the Company and any Group Memberwithout compensation and should the Executive fail so to do the Company ishereby irrevocably authorised to appoint some person in his name and on hisbehalf to sign any documents and do any things necessary or requisite to giveeffect to such documents;

b)             deliverup to the Company all correspondence drawings documents and other papers andother property belonging to the Company or any Group Member which may be in theExecutive’s possession or under his control (including such as may have beenmade or prepared by or have come into the possession or under the control ofthe Executive and relating in any way to the business or affairs of the Companyor any Group Member or of any supplier agent or client of the Company or anyGroup Member) and the Executive shall not without the written consent of theBoard retain any copies (in any form) thereof;

c)              if sorequested send to the secretary of the Company a signed statement confirmingthat he has complied with sub-clause 18(b);

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d)             irretrievablydelete any information relating to the business of the Company or any GroupMember stored on any magnetic or optical disc or memory and all matter derivedtherefrom which is in his possession, custody, care or control outside thepremises of the Company and shall produce such evidence thereof as the Companymay require; and

e)              transferto the Company or as it may direct all shares held by him in the Company andany Group Member as nominee or trustee for the Company and deliver to theCompany the certificates for such shares and the Executive hereby irrevocablyappoints the Company as his attorney to execute any such transfers on hisbehalf.

**19.****                    Effect of termination of thisagreement**

Theexpiration or determination of this agreement howsoever arising shall notoperate to affect such of the provisions of this agreement as are expressed tooperate or have effect after such expiration or determination and shall bewithout prejudice to any other accrued rights or remedies of the parties.

**20.****                   Restrictive Covenants**

Inconsideration of this agreement and the terms set out in Schedule 2 of thisagreement, the Executive hereby undertakes to be bound by the restrictivecovenants contained in Schedule 1.

**21.****                   Reasonablenessof Restrictions**

21.1               TheExecutive further undertakes with the Company that he will observe anysubstitute restrictions (in place of those referred to in clauses 12, 13 and 20and in Schedule 1) as the Company may from time to time specify in writingwhich are in all respects less restrictive in extent.

21.2               Ifthere is any breach or violation of any of the terms of clauses 12 and 20 orSchedule 1, the Executive and the Company agree that damages alone might notcompensate for such breach or violation and that in those circumstancesinjunctive relief would be reasonable and essential to safeguard the interestsof the Company and that an injunction in addition to any other remedy mayaccordingly be obtained by the Company. No waiver of any such breach orviolation shall be implied by the fact that the Company for the time being andfor whatever reason takes no action in respect of such breach or violation.

21.3               TheExecutive fully understands the meaning and effect of the covenants given byhim in this agreement and confirms that on taking separate and independentlegal advice on the terms of this agreement he acknowledges and accepts thatsuch clauses are fair and reasonable in all the circumstances at the time theagreement was made.

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**22.****                   Grievanceand disciplinary procedure**

22.1               TheExecutive should refer to the Board any grievance about employment hereunderand the reference will be dealt with by the Board (excluding Executive) withinseven days after the grievance is so referred. If the Executive is dissatisfiedwith the decision of the Board he may within seven days after he has beeninformed of the Board’s decision by notice in writing require the secretary torefer the grievance to the Executive Committee of SITEL Corporation (excludingExecutive) and in such case the reference will be dealt with by discussion anda majority decision of those present at the relevant meeting at which thegrievance is discussed within 15 days after the giving of the notice reasonablein all the circumstances at the time the agreement was made.

22.2               Alldisciplinary decisions in relation to the Executive shall be made in accordancewith the Company’s disciplinary procedure as set out in its employee handbookand as amended from time to time.

22.3               Thegrievance and disciplinary procedures are non-contractual and may be commencedat any stage of the procedure.

**23.****                   Prior Agreements**

Unless otherwise stated the parties to this agreementagree that this agreement constitutes the whole of the agreement andarrangement and supersedes with effect from the date of this agreement allprevious agreements and arrangements relating to the engagement or employmentof the Executive by the Company or by any other Group Member.

**24.****                   Notices**

24.1               Any noticeor other written communication given under or in connection with this agreementmay be delivered personally or sent by first class post (airmail if  overseas) or, by telex or facsimile.

24.2               Theaddress for service of any party shall (in the case of a company) be itsregistered office marked for the attention of the managing director and (in thecase of an individual) shall be his address stated in this agreement or, if anyother address for service has previously been notified to the server, to the addressso notified.

24.3               Anysuch notice or other written communication shall be deemed to have been served:

a)              ifdelivered personally, at the time of delivery;

b)             ifposted, at the expiry of two Business days or in the case of airmail fourBusiness days after it was posted.

24.4               Inproving such service it shall be sufficient to prove that personal delivery wasmade, or that such notice or other written communication was properly addressedstamped and posted or in the case of a telex that the intended recipient’sanswerback code is shown on the copy retained by the sender at the beginningand end of the message or in the case of a facsimile message that an activityor other report from the sender’s facsimile machine can be produced in respectof the notice or other written communication showing the recipient’s facsimilenumber and the number of pages transmitted.

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**25.****                   Miscellaneous**

25.1               Noterm or provision of this agreement shall be varied or modified by any prior orsubsequent statement, conduct or act of any party, except that hereafter theparties may amend this agreement only by letter or written instrument signed byall of the parties.

25.2               Theheadings to the clauses and any underlining in this agreement are for ease ofreference only and shall not form any part of this agreement for the purposesof construction.

25.3               Thisagreement sets out the entire agreement and understanding between the parties inconnection with the Employment.

25.4               Thisagreement may be entered into in any number of counterparts and by the partiesto it on separate counterparts, each of which when so executed and deliveredshall be an original, but all the counterparts shall together constitute oneand the same instrument.

25.5               If atany time any term or provision in this agreement shall be held to be illegal,invalid or unenforceable, in whole or in part, under any rule of law orenactment, such term or provision or part shall to that extent be deemed not toform part of this agreement, but the enforceability of the remainder of thisagreement shall not be affected.

**26.****                   Law and Jurisdiction**

Savefor Schedule 2 of this agreement, which shall be governed by the law of thestate of Nebraska, USA, this agreement shall be governed by and construed inaccordance with English law and each party to this agreement submits to thenon-exclusive jurisdiction of the English courts.

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**SCHEDULE 1**

# **Sales and Marketing Staff**

### *Definitions*

1.                                       Forthe purposes of this Schedule the following words have the following meanings:

**“Customer”** means any person firm or companywho at the Termination Date was a customer or client of the Group in connectionwith the Restricted Business provided that during the twelve month periodimmediately prior to the Termination Date the Executive has dealt on behalf ofthe Company with that customer or client or the Executive has been responsibleduring such period for the account of or for managing the business,relationship with that customer;

**“Designated Area”** means the UK and suchother European countries in which the Company has operations.

“**Prospective Customer**” means any person firmor company who or which by the Termination Date has given to the Company awritten indication of his her or its intention to become a customer or clientof the Company in connection with the Restricted Business and who became acustomer or client within six months following the Termination Date providedthat during the twelve month period immediately prior to the Termination Datethe Executive has dealt or sought to deal on behalf of the Company with thatperson, firm or company or the Executive has been responsible during such periodfor managing the business relationship with that person firm or company;

**“Restricted Business”**means the provisionof call centre operations services, call center operation consultancy andancillary services, including telephony and internet services but limited toservices of a kind with which the Executive was concerned or involved in thecourse of his employment during the twelve month period immediately prior tothe Executive ceasing to be employed or for which the Executive has beenresponsible during such period;

**“RestrictedPerson”** means any person who has at any time in the period ofsix months prior to the Termination Date been employed by the Company andworked at a  job level 15 or above in theRestricted Business and who was known to or worked with the Executive duringthat period;

*Restrictive*Covenants

2.                                       TheExecutive shall not without the prior consent in writing of the Board incompetition with the Company either personally or by an agent and either on hisown account or for or in association with any other person directly orindirectly

a)              for aperiod of twelve months after the Termination Date canvass, solicit, approachor seek out or cause to be canvassed, solicited, approached or sought out anyCustomer for orders or instructions in respect of any services provided orsupplied by the Company in connection with the Restricted Business;

b)             for aperiod of twelve months after the Termination Date canvass, solicit, approachor seek out or cause to be canvassed, solicited, approached or sought out anyProspective Customer for orders or instructions in respect of any 

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services provided or supplied by the Company inconnection with the Restricted Business

c)              for aperiod of six months after the Termination Date accept instructions from orundertake work for any Customer in connection with the Restricted Business orengage in the Restricted Business with any Customer.

d)             for aperiod of six months after the Termination Date accept instructions from orundertake work for any Prospective Customer in connection with the RestrictedBusiness or engage in the Restricted Business with any Prospective Customer.

e)              for aperiod of six months after the Termination Date solicit, endeavour to enticeaway, induce to break their contract of employment or offer employment to anyRestricted Person or encourage a Restricted Person to resign.

3.                                     TheExecutive shall not without the prior consent in writing of the Board incompetition with the Company for the period of six months after the TerminationDate whether directly or indirectly:

a)              take upor hold any office in or with any business which is engaged or is intended tobe engaged in the Restricted Business within the Designated Area;

b)             take upor hold any post or position which enables or permits the Executive to exercisewhether personally or by an agent and whether on his own account or inassociation with or for the benefit of any other person either a controlling ,influence over any business which is engaged or is intended to be engaged inthe Restricted Business within the Designated Area; or

c)              take upor hold any employment or consultancy with any person which is engaged or isintended to be engaged in the Restricted Business within the Designated Area,

which would have the necessary or probable result ofthe Executive being engaged within the Designated Area in business activitieswhich are the same or substantially similar to the Restricted Business.

*Limitationof*scope*of covenants*

4.                                       Nothing in this schedule shall prevent theExecutive from being engaged in or by, or participating in, any business orentity to the extent that any of the Executive’s activities for such businessor entity shall relate solely to:

a)              geographical locations in which the business or entitydoes not compete or seek to compete with the Company in the RestrictedBusiness;

b)             mattersof a type with which the Executive was not materially concerned in the 12                        monthsimmediately preceding the Termination Date;

*Application**ofCovenants to Group Members*

5.                                       Theprovisions of sub-clauses 1 to 4 inclusive of this Schedule shall apply equallywhere, during the period of twelve (12) months prior to the Termination Date,the Executive was engaged in or responsible for the business of any GroupMember (each of which Group Member is hereinafter called “Relevant Company”).

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6.                                       TheExecutive hereby covenants with the Company (which for the purposes of thisparagraph shall act as trustee for each Relevant Company) in relation to eachof the sub-clauses 1 to 4 inclusive of this Schedule as if every referencetherein to the Company was a reference to the Relevant Company and thedefinitions of “Customer”, “Prospective Customer”, “Designated Area”, “RestrictedBusiness”, and “Restricted Person” in paragraph 1 of this Schedule apply withthe substitution of “the Relevant Company” for the Company.

### Severability

5.                                     Eachof the restrictions contained in paragraphs 2(a) to 3 (c) inclusive of thisSchedule is separate and severable from the others.

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SCHEDULE 2

This Schedule 2 of the Service Agreement (as defined below)between the Executive and the Company governs the circumstances under and theextent to which the Executive shall be entitled to a severance payment in theevent of the termination of the Employment in addition to any payments that maybe due to him pursuant to the Service Agreement or any mandatory provisions ofEnglish law that may apply to the Executive. Any payment made pursuant to thisschedule shall be subject to the signature by the Executive of a CompromiseAgreement (as defined below) that is satisfactory to SITEL Corporation.

The definitions set out in the Service Agreement shallapply to the Schedule.

*1.**                          Definitions*

Forthe purposes of this Schedule, the following words shall have the followingmeanings:

1.1                     “**Base Salary**” shall mean the salary payableto the Executive pursuant to clause 3.1 of the Service Agreement;

1.2                     “**Board of Directors**” shall mean the board ofdirectors of SITEL Corporation;

1.3                     “**Change of Control**” shall mean only

(a)                                  atender offer made and consummated for the ownership of more than 50% of theoutstanding voting securities of SITEL Corporation; or

(b)                                 mergeror consolidation of SITEL Corporation with another corporation as a result ofwhich less than 50% of the outstanding voting securities of the surviving orresulting corporation shall represent or result from the former outstandingvoting securities of SITEL Corporation, as the same shall have existedimmediately prior to such merger or consolidation; or

(c)                                  saleby SITEL Corporation of all or substantially all of its assets to anothercorporation which is not a wholly-owned subsidiary or affiliate; or

(d)                                 wherethere is any contested election for the Board of Directors, or any tender orexchange offer, merger or business combination or sale of assets, or anycombination of the foregoing (a “Transaction”), and as a result of or inconnection with the Transaction the persons who were Directors of SITELCorporation before the Transaction shall cease to constitute a majority of theBoard of Directors, or any successor thereto; or

(e)                                  acquisitionby a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (asin effect on the date hereof) of the Securities Exchange Act of 1934 (“ExchangeAct”), other than any employee benefit plan then maintained by SITEL Corporation,of more than 50% of the outstanding voting securities of SITEL Corporation(whether directly, indirectly, beneficially or of record). For purposes hereof,ownership of voting securities shall take into account and shall includeownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (asin effect on the date hereof) pursuant to the Exchange Act;

1.4                     “**Compromise Agreement**” shall mean a releaseagreement that is satisfactory to SITEL Corporation which shall be similar inall material respects to the sample 

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agreementappended to this schedule (which may be amended by the Company to take intoaccount any statutory changes and the circumstances surrounding the terminationof the Employment) upon which the Executive shall have received advice from arelevant independent adviser within the meaning of section 203(3A) of theEmployment Rights Act 1996 (an English law statute) and which complies with theconditions regulating compromise agreements set out in that Act and any otherlegislation referred to in such compromise agreement;

1.5                     “**Disability**” shall mean an illness or injurywhich results in Executive being absent from work pursuant to clause 7 of theService Agreement;

1.6                     “**For Cause**” shall mean only

(a)                                  Executive’sconfession, plea of nolo contendere, or conviction of theft, fraud,embezzlement, or any crime involving dishonesty; or

(b)                                 badfaith or unlawful conduct on the part of the Executive which is or canreasonably be expected to be demonstrably detrimental to the business, reputationor financial condition of SITEL Corporation; or

(c)                                  Executive’swilful misconduct or gross negligence in performing or failing to perform hisduties and responsibilities as set out in the Service Agreement (other thanbecause of Disability) and Executive’s failure to cure such wilful misconductor gross negligence within 30 days after Executive’s receipt of a writtennotice from the Chief Executive Officer or the Board of Directors of SITELCorporation setting forth in reasonable detail the particulars thereof; or

(d)                                 (withoutprejudice to the Company’s rights to summarily dismiss Executive pursuant toclause 17 of the Service Agreement), the failure by Executive to comply in anymaterial respect with Company policies or a lawful directive of the ChiefExecutive Officer or the Board of Directors of SITEL Corporation (other thanfor the duration of any Disability) which non-compliance is or can reasonablybe expected to be demonstrably detrimental to the business, reputation orfinancial condition of the Company, and Executive’s failure to cure suchnon-compliance within 30 days after Executive’s receipt of a written noticefrom the Chief Executive Officer or the Board of Directors of SITEL Corporationsetting forth in reasonable detail the particulars of such non-compliance.

1.7                     “**Good Reason**” shall mean termination of theemployment by the Executive  for any ofthe following reasons;

(a)                                  Executive’sbase salary is decreased below the Base Salary; or

(b)                                 Executive’sbenefits are materially decreased from those in effect as of the date of theService Agreement (other than pursuant to a general reduction or modificationof such benefits generally applicable to Company’s senior managers); or

(c)                                  Executive’stitle, authority, role or level of responsibilities as a senior executive arematerially reduced or diminished from those established in the ServiceAgreement (or, for purposes of a termination for Good Reason within two yearsof a Change of Control pursuant to Section 6 of this schedule, Executive’stitle, authority, role or level of responsibilities as a senior executive arematerially reduced or diminished from those in effect immediately prior to theChange of 

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Controlincluding without limitation a change in reporting such that Executive isrequired to report to someone other than the Board of Directors or SITELCorporation being acquired directly or indirectly by another entity in a mannerthat SITEL Corporation is no longer a “reporting company” under the SecuritiesExchange Act of 1934 based on its common stock being publicly traded) withoutExecutive’s written consent; or

(d)                                 amaterial adverse change in Executive’s working conditions as a whole such thata reasonable person would concur with Executive’s opinion that such workingconditions as a whole have become intolerable, and the Company’s failure toremedy such working conditions within 30 days after the Chief Executive Officeror the Board of Directors of the Company’s receipt of a written notice from theExecutive setting forth in reasonable detail the particulars which make suchworking conditions intolerable

providedsuch termination has not been preceded or accompanied by a termination by WithCause or a Voluntary Resignation and provided also that any alleged materialadverse change or reduction in title, authority, role or level ofresponsibility has been imposed by the Company or Group Member in fundamentalbreach of the Service Agreement (except for this Schedule 2) or any rightsapplicable to employees or workers that the Executive benefits from pursuant toEnglish law;

1.8                     “**Notice Period**” shall mean any notice periodgiven by the Company set out in clause 2.1 of the Service Agreement or suchnotice as the Company may choose to give pursuant to clauses 2.5 and 2.6 of theService Agreement;

1.9                     “**Target Bonus**” shall mean the percentage ofthe bonus opportunity designated by such bonus plan as Executive may be subjectto from time to time as the target amount, and if no such percentage has beenso specifically designated as the target amount then an amount equal to 100% ofBase Salary;

1.10               “**Service Agreement**” shall mean the serviceagreement between the Executive and the Company to which this Schedule isappended;

1.11               “**Voluntary Resignation**” shall mean theExecutive’s voluntarily resignation from Company’s employ at any time uponprovision of the notice by the Executive as specified in clause 2.1 of theService Agreement save that resignation for Good Reason shall not be aVoluntary Resignation for the purposes of this schedule;

1.12               “**Without Cause**” shall mean the terminationby the Company of the Executive’s employment under this Agreement withoutcause, which for purposes of this Schedule shall include any reason other thana

(a)                                  ForCause reason as defined in paragraph 1.4 of this Schedule; or

(b)                                 becauseof illness or injury upon the Company giving no less notice than the NoticePeriod.

*2.**                          Consequencesof termination For Cause*

Termination shall occur a maximum of 30 days after “ForCause” reason is established.  IfExecutive’s employment is terminated “For Cause”, Executive shall be entitledto receive the Base Salary up to the Termination Date and any benefits to whichExecutive is entitled pursuant to the Service Agreement up to the TerminationDate, in addition to any notice 

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monies Executive may be due pursuant to the ServiceAgreement in respect of any Notice Period (without prejudice to the Company’srights to summarily terminate the Employment and any payment in lieu of accruedbut untaken holiday pursuant to the Service Agreement) but Executive shall notbe entitled to any bonus for a completed calendar year which has not yet beenpaid (and for which the payment date established by the bonus plan has not yetarrived).

*3.**                          Consequencesof termination by Voluntary Resignation*

If the Executive’semployment terminates by reason of Executive’s Voluntary Resignation, Executiveshall be entitled to receive the Base Salary up to the Termination Date and anybenefits to which Executive is entitled pursuant to the Service Agreement up tothe Termination Date in addition to any notice monies and pay in lieu ofaccrued but untaken holiday Executive may be due pursuant to the ServiceAgreement, but shall not be entitled to any bonus for a completed calendar yearwhich has not yet been paid (and for which the payment date established by thebonus plan has not yet arrived).

*4.**                          Consequencesof termination Without Cause*

4.1                     Ifthe Company terminates Executive’s employment “Without Cause” pursuant to thisSchedule, then following such termination Executive shall be entitled toreceive;

(a)                                  theBase Salary up to the Termination Date; any bonus earned by Executive pursuantto clause 3.3 of the Service Agreement and any applicable bonus scheme for acalendar year already completed but not yet paid; and any benefits to whichExecutive is entitled pursuant to the Service Agreement up to the TerminationDate; and any notice monies the Executive may be due pursuant to the ServiceAgreement and

(b)                                 subjectto signature by the Executive of a Compromise Agreement within 10 days afterthe Termination Date or within 10 days following receipt by SITEL Corporationof a Compromise Agreement signed by the Executive and his legal advisor, a lumpsum payment equal to the aggregate of

(i)                                     one(1) times the annual Base Salary provided for in Section 6 (less the value ofany notice monies paid or due to Executive pursuant to the Service Agreement);and

(ii)                                  one(1) times the target bonus for the calendar year in which the effective date oftermination occurs; and

(c)                                  continuationof long-term disability and life insurance benefits at SITEL Corporation’sexpense for a period of twelve (12) consecutive months after the TerminationDate provided that the long-term disability benefit plan and the life insurancebenefit plan, as the case may be, permit Executive’s continued participation;provided that, if either such plan does not permit Executive’s continuedparticipation after the Termination Date and under such plan Executive has aright to convert such benefit to an individual insurance contract or such planprovides a portability option to continue coverage as a former employee, then,if Executive timely elects such conversion or portability option subject to theterms of such plan, Company shall reimburse Executive for such premiums incurredfor such twelve (12) consecutive month period; provided further that Executiveshall have no right to a continuation of long-term 

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disabilityor life insurance coverage after the effective date of termination except asprovided in the preceding provisions of this section 4.

4.2                                 Eachof the continued benefits or reimbursements provided under Section 4.1 of thisSchedule shall cease at such time as Executive becomes eligible forsubstantially similar or improved benefit or benefits from a subsequentemployer.

5.                           Consequencesof termination for Good Reason where there is no Change of Control

Executive shall beregarded as having terminated his employment with the Company because of GoodReason only if he gives written notice of his termination of employmentpursuant to this Section 5 within 6 months following the effective date of theevent constituting Good Reason (or, if later, within 6 months after Executivereceives notice from the Company of the event constituting Good Reason).  If Executive’s employment terminates pursuantto this Section 5 without there having been a Change of Control, Executiveshall be entitled to receive the same compensation and benefits as described inSection 4.1 and 4.2 as if Executive’s employment had been terminated by theCompany “Without Cause”.  Section 6 ofthis Schedule shall govern any termination of the Employment by Executive forGood Reason following a Change of Control.

*6.**                          Consequencesof termination Without Cause or for Good Reason on or within two years of a Changeof Control*

6.1                     Ifthe Employment is terminated by the Company other than For Cause on or withintwo years of a Change of Control and other than because of Disability, or ifExecutive’s employment with Company is terminated by Executive for Good Reasonas defined in Section 1.6 upon or within two years following a Change ofControl as defined herein, then Executive shall be entitled to receive

(a)                                  theBase Salary up through the effective date of such termination;

(b)                                 anybonus earned by Executive pursuant to clause 3.3 of the Service Agreement for acalendar year already completed but not yet paid; and

(c)                                  anybenefits to which Executive is entitled pursuant to the Service Agreement up tothe Termination Date.

(d)                                 within10 days after the Termination Date or within 10 days following receipt by SITELCorporation of a Compromise Agreement signed by the Executive and his legaladvisor (whichever is the later), a lump sum payment equal to the aggregate of

(i)                                     two(2) times the annual Base Salary provided for in clause 2.1 of the ServiceAgreement (less the value of any notice monies paid or due to Executivepursuant to the Service Agreement); and

(ii)                                  two(2) times the target bonus for the calendar year in which the effective date oftermination occurs; and

(iii)                               continuationof long-term disability and life insurance benefits at SITEL Corporation’sexpense for a period of twenty-four (24) consecutive months after theTermination Date provided that the long-term disability benefit plan and thelife insurance benefit plan, as the case may be, 

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permitExecutive’s continued participation; provided that, if either such plan doesnot permit Executive’s continued participation after the effective date of suchtermination and under such plan Executive has a right to convert such benefitto an individual insurance contract or such plan provides a portability optionto continue coverage as a former employee, then, if Executive timely electssuch conversion or portability option subject to the terms of such plan, Companyshall reimburse Executive for such premiums incurred for such twenty-four (24)consecutive month period; provided further that Executive shall have no rightto a continuation of long-term disability or life insurance coverage after theTermination Date except as provided in the preceding provisions of this Section6.

6.2                     Eachof the continued benefits or reimbursements provided under this Section 6 shallcease at such time as Executive becomes eligible for substantially similar orimproved benefit or benefits from a subsequent employer.

*7.**                          Section280G of the Internal Revenue Code of 1986*

Notwithstandingany provision of this Agreement to the contrary, in the event that:

(a)                                  Theaggregate payments or benefits to be made or afforded to the Executive under thisSchedule or from SITEL Corporation or the Company in any other manner (the “TerminationBenefits”) would be deemed to include an “excess parachute payment” underSection 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) orany successor thereto; and

(b)                                 Ifsuch Termination Benefits were reduced to an amount (the “Non-Triggering Amount”),the value of which is one dollar ($1.00) less than an amount equal to three (3)times the Executive’s “base amount”, as determined in accordance with saidSection 280G, and the Non-Triggering Amount would be greater than the aggregatevalue of Termination Benefits (without such reduction) minus the amount of taxrequired to be paid by Executive thereon by Section 4999 of the Code, then theTermination Benefits shall be reduced so that the Termination Benefits are notmore than the Non-Triggering Amount. Termination Benefits shall be reduced asprovided above, with the allocation of such reduction to be as mutually agreedbetween the Executive and SITEL Corporation or, in the event the parties cannotagree, in the following order: (1) any lump sum severance based on a multipleof Base Salary or target bonus, (2) other cash amounts payable to theExecutive, (3) any benefits valued as parachute payments, and (4) accelerationof the vesting of any equity. The application of said Section 280G, and theallocation of the reduction required by this Paragraph 9, shall be determinedby Deloitte & Touche or such other nationally recognized certified publicaccounting firm as may be designated by the Executive (provided however that ifdeterminations similar to those required under this Section 9 have beenpreviously commenced pursuant to another executive employment agreement withSITEL Corporation in connection with such Change of Control, then the samecertified public accounting firm as is already being used for suchdeterminations shall be used for the determinations under this Section 9, sothat a single nationally recognized certified public accounting firm is makingsuch determinations for all executives and SITEL Corporation in connection withsuch Change of Control) (the “Accounting Firm”), that shall provide detailedsupporting calculations both to SITEL Corporation and the Executive within 15business days of the receipt of 

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noticefrom the Executive that Termination Benefits are to be paid or such earliertime as is requested by SITEL Corporation. In the event that the AccountingFirm is serving as accountant or auditor for the individual, entity or groupeffecting the Change of Control, the Executive shall appoint another nationallyrecognized accounting firm to make the determinations required hereunder,subject to the same proviso as above (which accounting firm shall then bereferred to as the Accounting Firm hereunder). All fees and expenses of theAccounting Firm shall be borne solely by SITEL Corporation.   If the Accounting Firm determines thatTermination Benefits must be reduced pursuant to this Paragraph 9, it shallfurnish the Executive with a written opinion to such effect.

*8.**                          AcceleratedVesting*

Upon aChange of Control, any remaining instalments of any stock options then held byExecutive which had not yet become exercisable shall become exercisable on theeffective date of such Change of Control (subject to the rules of such schemesas govern those stock options and subject also to the requirements of any taxor government authority, whether in the USA or elsewhere).  Once such options become exercisable, theyshall remain exercisable until expiration, cancellation, or termination of suchoptions.    These provisions, instead ofthe provisions of Section 13(b) of the 1999 Stock Incentive Plan, are intendedto apply to such options.  Such optionsmay be exercised during such period only in accordance with the otherprovisions of the applicable option agreement and the other terms of the 1999Stock Incentive Plan. In no event may such options be exercised after theLatest Expiration Date specified in such options, respectively.

*9.**                          Mitigation*

In noevent shall the Executive be obligated to seek other employment or take anyother action by way of mitigation of the amount payable to the Executive underany of the provisions of this Schedule and, save as specified in thisagreement,  such amounts shall not bereduced for any income or benefits that the Executive derives from employmentor self-employment (or both) from any other source. Except as set forth in thisSchedule and the Service Agreement, and without prejudice to the Company’srights pursuant to clause 3.5 of the Service Agreement SITEL Corporation’sobligation to make the payments provided for in this Schedule and otherwise toperform its obligations hereunder shall not be affected by any circumstances,including without limitation, set-off, counterclaim, recoupment, defense orother claim, right or action which the Company may have against the Executiveor others, except to the extent any amounts are due SITEL Corporation or itssubsidiaries or affiliates pursuant to a judgment against the Executive.

*10.**                   General Release and Waiver*

Executiveshall execute a Compromise Agreement and such other release and waiver as SITELCorporation may require as a condition precedent to SITEL Corporation’sobligations to pay the termination payments specified in this schedule, as thecase may be, and the additional gross up payments specified in Section 7, asapplicable.

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**EXECUTED** as a deedon the day and in the year first written above.
| SIGNED by SITEL Europe  Limited   | )      |
|-----------------------------------|--------|
|                              | )      |
| acting by                         | )      |
| director                          | )      |
|                              | )      |
| director/secretary                | )      |
|                              |   |
| SIGNED by Robert  Scott Moncrieff | )      |
|                              | )      |
| in the presence  of               | )      |
|                              | )      |

 

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