#### **Exhibit 10.21**

 

#### **SITEL CORPORATION**

#### ** **

**Summary of Robert Scott Moncrieff CompensationArrangements**As of January 1, 2005

 

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

 

**BaseSalary**:  Mr. ScottMoncrieff’s annual base salary since July 1, 2004 is 126,000£.

 

**BonusOpportunity**:  For 2005,Mr. Scott Moncrieff is eligible to receive a bonus of up to 90% of his basesalary pursuant to the company’s 2005 Management Incentive Plan (the 2005MIP).  Mr. Scott Moncrieff’s bonusopportunity is based exclusively on the company achieving the 2005 EPS targetsset by the Compensation Committee.  Mr.Scott Moncrieff would receive no bonus under the plan unless at least the lowEPS target is achieved.  At the low EPS target,subject to the other general conditions of the plan, he would receive a bonusof 22.5% of his base salary.  For eachadditional specified increment in EPS achieved, his bonus would be increased by7.5 percentage points, up to the maximum bonus opportunity of 90% of his basesalary.  This description of the bonusaward is subject to the general conditions of the 2005 MIP, which includes forexample provisions that participants must remain employed at the time theincentive is to be paid and that the calculated incentive may be reduced basedupon a participant’s performance below expectations regarding their individualfinancial and/or non-financial performance objectives.

 

**EquityCompensation**:  Mr.Scott Moncrieff has options to purchase 100,000 shares of the company’s commonstock, of which 35,000 shares may be purchased pursuant to the 1995 EmployeeStock Option Plan, as amended (the 1995 Employee Plan) and 65,000 may bepurchased pursuant to the 1999 Stock Incentive Plan, as amended (the IncentivePlan).  The Compensation Committeegranted these options at various times over the years since Mr. Scott Moncrieffjoined the company.  The options weregranted at the fair market value of the company’s common stock on the date ofgrant and have a ten-year term.   Regarding the options for 35,000 shares granted under the 1995 EmployeePlan, options for 5,000 shares have an exercise price of $4.78125 and havebecome fully exercisable and options for 30,000 shares have an exercise priceof $3.50 per share (having been repriced in 1998) subject to a price thresholdfor exercisability.  The price thresholdis an average closing price for the common stock of at least $9.00 over thirtyconsecutive trading days.  The 30,000options become exercisable in any event as to all shares on May 12, 2006 andexpire on November 11, 2006. Regarding the options for 65,000 shares granted under the IncentivePlan, options for 10,000 shares

 

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have an exercise price of$6.65625 and have become fully exercisable, options for 10,000 shares have anexercise price of $2.65625 and become exercisable in five annual installmentson each of January 11, 2002, 2003, 2004, 2005 and 2006, and options for45,000 shares have an exercise price of $2.36 and become exercisable in fiveannual installments on each of January 2, 2005, 2006, 2007, 2008 and2009.  All of the options are subject toearlier exercise or termination and the other terms and provisions of theapplicable option agreement and the 1995 Employee Plan or Incentive Plan, asapplicable.

 

**Other**:   Mr. Scott Moncrieff’s previously filedemployment agreement contains other terms of his employment and compensationarrangements.

 

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