**Exhibit10.17**

**EMPLOYMENT AGREEMENT**

EmploymentAgreement made effective February 23, 2006, between SITEL CORPORATION, aMinnesota corporation (“Company”) and JORGE A. CELAYA (“Executive”).

WHEREAS,Company desires to assure itself of the Executive’s continued dedicationnotwithstanding the Company’s evaluation of various strategies available to theCompany in its efforts to enhance long-term shareholder value, and to inducethe Executive to remain in the employ of the Company; and

WHEREAS,the Executive is willing to remain in the employ of the Company on the termsand conditions set forth in this Agreement.

NOWTHEREFORE, in consideration of the mutual covenants and agreements of theparties in this Agreement, and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       Employment.  Company hereby continues to employ Executive as itsExecutive Vice President and Chief Financial Officer, and Executive herebyaccepts such continued employment, for the period of time and upon the termsand conditions set forth in this Agreement.

2.                                            Term.  Theterm of Executive’s employment under this Agreement shall begin as of the datehereof and continue without interruption through December 31, 2006, and shallautomatically renew thereafter for additional terms of one year each, unlesssooner terminated in accordance with this Agreement (“Term”).

3.                                            Duties. The duties and responsibilities of Executive shall include duties andresponsibilities consistent with Executive’s corporate offices and positions,including those which may be set forth in the bylaws of Company from time totime, and such other duties and responsibilities which the Chief ExecutiveOfficer and/or the Board of Directors of Company from time to time may assignto Executive.

4.                                            Efforts on Behalf of Company and Other Activities.  During the Term, Executive shalldevote all of his working time and use his best efforts to perform diligentlyand faithfully his duties and responsibilities under this Agreement.  Executive shall not invest in any businesswhich directly competes with the Company, nor shall he engage in any outsidebusiness activity of any nature, except as otherwise provided in this Agreement,without the prior written consent of the Company.   Notwithstanding the above, Executive maydevote a reasonable amount of his time to civic, community, or charitableactivities, may manage his and his family’s personal investments and affairs,and may serve on the boards of other companies, as long as such activities donot interfere materially with the performance of his responsibilities underthis Agreement.   Nothing in thisAgreement shall be construed as prohibiting Executive from investing in up to1% of the stock of any corporation which does not directly compete with theCompany and whose stock is listed on a national securities exchange or on theNASDAQ National Market system.

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5.                                            Place of Employment.  The Company’s executive officesshall be located in Omaha, Nebraska and Executive’s home office shall belocated in Baltimore, Maryland during the Term. Company shall furnish Executive with an office, secretarial and othersupport services consistent with those currently provided and such other facilitiesand services at such locations as may be reasonably required to permitExecutive to fulfill the duties of his employment.

6.                                            Base Salary.  For all services to be rendered by Executive pursuant tothis Agreement, Company agrees to pay Executive during the Term a base annualsalary (the “Base Salary”) of Two Hundred Ninety Thousand Dollars($290,000).  The Base Salary shall bereviewed at least annually in accordance with the Company’s policies andpractices by action of the Compensation Committee of the Board of Directors andmay be increased, but not decreased, from time to time by such action.  Any increase in the Base Salary shall notserve to limit or reduce any other obligations of the Company hereunder and anysuch increased Base Salary thereafter shall be regarded as the Executive’s “BaseSalary” for all purposes under this Agreement. The Base Salary shall be paid in periodic installments in accordancewith Company’s regular payroll practices, but in any event no less frequentlythan monthly.  The Base Salary, and allother amounts payable under this Agreement, shall be subject to withholding asrequired by law.

7.                                       Additional Compensation.

(a)                                  Bonus.  For each calendar year during the Term,Executive shall be eligible to participate in the Company’s bonus program forsenior executives on the terms established by the Compensation Committee foreach such year.   Executive’s targetbonus opportunity for each calendar year in the Term shall be establishedannually by the Compensation Committee of the Board of Directors, but shall inno event be less than 100% of his Base Salary.

(b)                                 Stock Option Plans. Executive has previously been granted stock options for SITEL commonstock.  Any further grants of stockoptions to Executive shall be at the sole discretion of the CompensationCommittee.  The terms of any suchdiscretionary grants shall be as established by the Compensation Committee fromtime to time.

(c)                                  Benefit Plans.  During the Term, Executive(and his eligible dependents where applicable) shall be entitled to participatein the benefit plans offered from time to time by Company to its seniorexecutive officers, on terms (including Company and employee contributionpercentages, waivers of waiting periods, applicable deductibles, etc.) no lessfavorable than those provided generally to other senior executive officers ofthe Company, including without limitation, as may be applicable, individual orgroup medical, hospital, dental, and long-term disability insurance coverages,group life insurance coverage, and 401(k) plans.

(d)                                 Vacations and Holidays.  During the Term, Executive shall beentitled to such paid vacation days, holidays and time off per calendar year(pro-rated for partial calendar years of employment) as are consistent withpast practice and custom for Company’s senior executive officers.

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(e)                                  Expenses.  During the Term, Executive shall be entitled to promptreimbursement by Company of all reasonable ordinary and necessary travel,entertainment, and other expenses incurred by Executive (in accordance with thepolicies and procedures established by Company for its senior executiveofficers) in the performance of his duties and responsibilities under thisAgreement; provided that Executive shall properly account for suchexpenses in accordance with Company policies and procedures, which may includebut are not limited to itemized accountings.

8.                                       Termination of Employment.

(a)                                  Death.  Executive’s employment under this Agreementshall terminate upon Executive’s death. If Executive’s employment terminates pursuant to this Section 8(a),Executive’s estate shall be entitled to receive the Base Salary up through thedate of Executive’s death; any bonus earned by Executive pursuant to Section7(a) for a calendar year already completed but not yet paid; and any benefitsto which Executive is entitled pursuant to Sections 7(c) through 7(e) upthrough the date of Executive’s death.

(b)                                 Disability.  If Executive becomes incapableby reason of physical injury, disease, mental illness or other incapacity ofsubstantially performing his duties under this Agreement for a continuousperiod of three months or for more than 120 days in the aggregate during any12-month period, then Company may terminate Executive’s employment under thisAgreement effective upon 30 days written notice.  If Executive’s employment terminates pursuantto this Section 8(b), Executive or his legal representative shall be entitledto receive the Base Salary up through the effective date of termination; anybonus earned by Executive pursuant to Section 7(a) for a calendar year alreadycompleted but not yet paid; and any benefits to which Executive is entitledpursuant to Sections 7(c) through 7(e) up through the effective date oftermination.

(c)                                  For Cause.  Company also may terminateExecutive’s employment under this Agreement for cause.  For purposes of this Agreement, “for cause”shall mean only (i) Executive’s confession, plea of nolo contendere, orconviction of theft, fraud, embezzlement, or any crime involving dishonesty,(ii) bad faith or unlawful conduct on the part of the Executive which is or canreasonably be expected to be demonstrably detrimental to the business,reputation or financial condition of the Company, (iii) Executive’s willfulmisconduct or gross negligence in performing or failing to perform his dutiesand responsibilities as described in Section 1 (other than because of adisability described in Section 8(b)) and Executive’s failure to cure suchwillful misconduct or gross negligence within 30 days after Executive’s receiptof a written notice from the Chief Executive Officer or Board of Directors ofthe Company setting forth in reasonable detail the particulars thereof, or (iv)the failure by Executive to comply in any material respect with Companypolicies or a lawful directive of the Chief Executive Officer or Board ofDirectors (other than because of a disability described in Section 8(b)) whichnon-compliance is or can reasonably be expected to be demonstrably detrimentalto the business, reputation or financial condition of the Company, and Executive’sfailure to cure such non-compliance within 30 days after Executive’s receipt ofa written notice from the Chief Executive Officer or Board of Directors settingforth in reasonable detail the particulars of such non-compliance.  Termination shall occur effective 30 daysafter “for cause” is established.  IfExecutive’s employment terminates pursuant to this Section 8(c), Executiveshall be entitled to receive the Base Salary up through the effective date oftermination

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and any benefits to which Executive is entitled pursuant to Sections7(c) through 7(e) up through the effective date of termination, but 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).

(d)                                 Voluntary Resignation. Executive may voluntarily resign from Company’s employ at any time uponat least 30 days prior written notice of the effective date of suchresignation.  If Executive voluntarilyresigns, Executive shall be entitled to receive the Base Salary up through theeffective date of such resignation and any benefits to which Executive isentitled pursuant to Sections 7(c) through 7(e) up through the effective dateof such resignation, but shall not be entitled to any bonus for a completedcalendar year which has not yet been paid (and for which the payment dateestablished by the bonus plan has not yet arrived).

(e)                                  Without Cause.  The Company may terminateExecutive’s employment under this Agreement without cause, which for purposesof this Agreement shall include any termination of Executive’s employment byCompany other than “for cause” as defined in Section 8(c) and other thanbecause of disability pursuant to Section 8(b), upon no less than 5 days priorwritten notice. If the Company terminates Executive’s employment without causepursuant to this Section 8(e), then following such termination Executive shallbe entitled to receive the Base Salary up through the effective date of suchtermination; any bonus earned by Executive pursuant to Section 7(a) for acalendar year already completed but not yet paid; and any benefits to whichExecutive is entitled pursuant to Sections 7(c) through 7(e) up through theeffective date of termination.  Inaddition, Executive shall be entitled to receive, within 10 days after theeffective date of such termination without cause (or in the next regularsemi-monthly pay period following the effective date of such termination, iflater), a lump sum payment equal to the aggregate of (i) one (1) times the BaseSalary provided for in Section 6 and (ii) one (1) times the target bonus forthe calendar year in which the effective date of termination occurs.  Furthermore, the Company shall reimburseExecutive for twelve (12) consecutive months after the effective date of suchtermination for payments by the Executive to exercise his rights under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), tocontinue medical and dental coverages for Executive and his covered dependentsas such may be in effect from time to time under the Company’s medical anddental plans.  Furthermore, Executiveshall be entitled to continuation of long-term disability and life insurancebenefits at the Company’s expense for a period of twelve (12) consecutivemonths after the effective date of such termination provided that the long-termdisability benefit plan and the life insurance benefit plan, as the case maybe, permit Executive’s continued participation; provided that, if either suchplan does not permit Executive’s continued participation after the effectivedate of such termination and under such plan Executive has a right to convertsuch benefit to an individual insurance contract or such plan provides aportability option to continue coverage as a former employee, then, ifExecutive timely elects such conversion or portability option subject to theterms of such plan, Company shall reimburse Executive for such premiumsincurred for such twelve (12) consecutive month period; provided further thatExecutive shall have no right to a continuation of long-term disability or lifeinsurance coverage after the effective date of termination except as providedin the preceding provisions of this Section 8(e).  Each of the continued benefits orreimbursements provided under this Section 8(e) shall cease as such time asExecutive becomes eligible for substantially similar or improved benefit orbenefits from a subsequent employer.  Forpurposes of this Section 8, the term “target bonus” means the

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percentage of the bonus opportunity designated by the bonus plan as thetarget amount, and if no such percentage has been so specifically designated asthe target amount then an amount equal to 100% of Base Salary.

(f)                                    Good Reason.  Executive may terminate his employment withthe Company under this Agreement for Good Reason in the manner described inthis Section 8(f) (provided suchtermination has not been preceded or accompanied by a termination by theCompany for cause as described in Section 8(c)), and for the avoidanceof doubt such termination because of Good Reason shall in no event beconsidered a voluntary resignation.  Forpurposes of this Agreement, “Good Reason” shall mean any of the following events: (i) Executive’s base salary isdecreased below the then Base Salary level applicable pursuant to Section 6, or(ii) Executive’s benefits are materially decreased from those in effect as ofthe date of this Agreement (other than pursuant to a general reduction ormodification of such benefits generally applicable to Company’s seniormanagers), or (iii) Executive’s title, authority, role or level ofresponsibilities as a senior executive are materially reduced or diminishedfrom those established by Section 3 (or, for purposes of Section 8(g), 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 Control including withoutlimitation a change in reporting such that Executive is required to report tosomeone other than either the Chief Executive Officer or the Board of Directorsof the Company or the Company being acquired directly or indirectly by anotherentity in a manner that the Company is no longer a “reporting company” underthe Securities Exchange Act of 1934 based on its common stock being publiclytraded) without Executive’s written consent, or (iv) a material adverse change in Executive’s workingconditions as a whole such that a reasonable person would concur with Executive’sopinion that such working conditions as a whole have become intolerable, andthe Company’s failure to remedy such working conditions within 30 days afterthe Chief Executive Officer or the Board of Directors of the Company’s receiptof a written notice from the Executive setting forth in reasonable detail theparticulars which make such working conditions intolerable, or (v) Companyrelocates its executive offices from Omaha, Nebraska, or (vi) Executiveis required by Company to relocate his residence from Baltimore, Maryland.  Executive shall be regarded as havingterminated his employment with the Company because of Good Reason only if hegives written notice of his termination of employment pursuant to this Section8(f) within 6 months following the effective date of the event constitutingGood Reason (or, if later, within 6 months after Executive receives notice fromthe Company of the event constituting Good Reason).  IfExecutive’s employment terminates pursuant to this Section 8(f) without therehaving been a Change of Control, Executive shall be entitled to receive thesame compensation and benefits as described in Section 8(e) as if Executive’semployment had been terminated by the Company without cause.  Section 8(g) shall govern any termination ofthis Agreement by Executive for Good Reason following a Change of Control.

(g)                                 Change of Control.   IfExecutive’s employment with Company is terminated by Company other than “forcause” as defined in Section 8(c) and other than because of disability pursuantto Section 8(b), or if Executive’s employment with Company is terminated byExecutive for Good Reason as defined in Section 8(f) upon or within two yearsfollowing a Change of Control as defined herein, then Executive shall beentitled to receive the Base Salary up through the effective date of suchtermination; any bonus earned by Executive pursuant to Section 7(a) for acalendar year already completed but not yet paid; and any benefits to whichExecutive is entitled

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pursuant to Sections 7(c) through 7(e) up through the effective date oftermination.  In addition, Executiveshall be entitled to receive, within 10 days after the effective date of suchtermination without cause upon or following the Change of Control (or in thenext regular semi-monthly pay period following the effective date of suchtermination, if later), a lump sum payment equal to the aggregate of (i) two(2) times the Base Salary provided for in Section 6 and (ii) two (2) times thetarget bonus for the calendar year in which the effective date of terminationoccurs.  Furthermore, the Company shallreimburse Executive for twenty-four (24) consecutive months after the effectivedate of such termination for payments by the Executive to exercise his rightsunder the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended(COBRA), to continue medical and dental coverages for Executive and his covereddependents as such may be in effect from time to time under the Company’smedical and dental plans.  Furthermore,Executive shall be entitled to continuation of long-term disability and lifeinsurance benefits at the Company’s expense for a period of twenty-four (24)consecutive months after the effective date of such termination provided thatthe long-term disability benefit plan and the life insurance benefit plan, asthe case may be, permit Executive’s continued participation; provided that, ifeither such plan does not permit Executive’s continued participation after theeffective date of such termination and under such plan Executive has a right toconvert such benefit to an individual insurance contract or such plan providesa portability option to continue coverage as a former employee, then, ifExecutive timely elects such conversion or portability option subject to the termsof such plan, Company shall reimburse Executive for such premiums incurred forsuch twenty-four (24) consecutive month period; provided further that Executiveshall have no right to a continuation of long-term disability or life insurancecoverage after the effective date of termination except as provided in thepreceding provisions of this Section 8(g). Each of the continued benefits or reimbursements provided under thisSection 8(g) shall cease as such time as Executive becomes eligible forsubstantially similar or improved benefit or benefits from a subsequentemployer.

For purposes of this Agreement, “Change of Control” shall mean only (a)a tender offer shall be made and consummated for the ownership of more than 50%of the outstanding voting securities of the Company; (b) the Company shall bemerged or consolidated with another corporation and as a result of such mergeror consolidation less than 50% of the outstanding voting securities of thesurviving or resulting corporation shall represent or result from the formeroutstanding voting securities of the Company, as the same shall have existedimmediately prior to such merger or consolidation; (c)  the Company shall sell all or substantiallyall of its assets to another corporation which is not a wholly-owned subsidiaryor affiliate;  (d)  as the result of, or in connection with, anycontested election for the Board of Directors of the Company, or any tender orexchange offer, merger or business combination or sale of assets, or anycombination of the foregoing (a “Transaction”), the persons who were Directorsof the Company before the Transaction shall cease to constitute a majority ofthe Board of Directors of the Company, or any successor thereto; or (e) aperson, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as ineffect on the date hereof) of the Securities Exchange Act of 1934 (“ExchangeAct”), other than any employee benefit plan then maintained by the Company,shall acquire more than 50% of the outstanding voting securities of the Company(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.

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9.                                       Section 280G.  Notwithstanding any provisionof this Agreement to the contrary, in the event that:

(a)                                  The aggregate payments or benefits to be made orafforded to the Executive under this Agreement or from the Company in any othermanner (the “Termination Benefits”) would be deemed to include an “excessparachute payment” under Section 280G of the Internal Revenue Code of 1986, asamended, (the “Code”) or any successor thereto, and

(b)                                 If such Termination Benefits were reduced to anamount (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”, asdetermined in accordance with said Section 280G, and the Non-Triggering Amountwould be greater than the aggregate value of Termination Benefits (without suchreduction) minus the amount of tax required to be paid by Executive thereon bySection 4999 of the Code, then the Termination Benefits shall be reduced sothat the Termination Benefits are not more than the Non-Triggering Amount.Termination Benefits shall be reduced as provided above, with the allocation ofsuch reduction to be as mutually agreed between the Executive and the Companyor, in the event the parties cannot agree, in the following order: (1) any lumpsum severance based on a multiple of Base Salary or target bonus, (2) othercash amounts payable to the Executive, (3) any benefits valued as parachutepayments, and (4) acceleration of the vesting of any equity. The application ofsaid Section 280G, and the allocation of the reduction required by thisParagraph 9, shall be determined by Deloitte & Touche or such othernationally recognized certified public accounting firm as may be designated bythe Executive (provided however that if determinations similar to thoserequired under this Section 9 have been previously commenced pursuant toanother executive employment agreement with the Company in connection with suchChange of Control, then the same certified public accounting firm as is alreadybeing used for such determinations shall be used for the determinations underthis Section 9, so that a single nationally recognized certified publicaccounting firm is making such determinations for all executives and theCompany in connection with such Change of Control) (the “Accounting Firm”),that shall provide detailed supporting calculations both to the Company and theExecutive within 15 business days of the receipt of notice from the Executivethat Termination Benefits are to be paid or such earlier time as is requestedby the Company. In the event that the Accounting Firm is serving as accountantor auditor for the individual, entity or group effecting the Change of Control,the Executive shall appoint another nationally recognized accounting firm tomake the determinations required hereunder, subject to the same proviso asabove (which accounting firm shall then be referred to as the Accounting Firmhereunder). All fees and expenses of the Accounting Firm shall be borne solelyby the Company.   If the Accounting Firmdetermines that Termination Benefits must be reduced pursuant to this Paragraph9, it shall furnish the Executive with a written opinion to such effect.

10.                               Accelerated Vesting.   Upon aChange of Control, any remaining installments of any stock options then held byExecutive which had not yet become exercisable shall become exercisable on theeffective date of such Change of Control. Once such options become exercisable, they shall remain exercisable untilexpiration, cancellation, or termination of such options.    These provisions, instead of the provisionsof Section 13(b) of the 1999 Stock Incentive Plan, are intended to apply tosuch options.  Such options may beexercised during such period only in accordance with the other provisions ofthe applicable option agreement and the other terms of

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the 1999 Stock Incentive Plan.In no event may such options be exercised after the Latest Expiration Datespecified in such options, respectively.

11.                                 No Mitigation Necessary.   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 Agreement and such amounts shall not be reducedfor any income or benefits that the Executive derives from employment orself-employment (or both) from any other source. Except as set forth in thisAgreement, the Company’s obligation to make the payments provided for in thisAgreement and otherwise to perform its obligations hereunder shall not beaffected by any circumstances, including without limitation, set-off,counterclaim, recoupment, defense or other claim, right or action which theCompany may have against the Executive or others, except to the extent anyamounts are due the Company or its subsidiaries or affiliates pursuant to ajudgment against the Executive.

12.                                 General Release and Waiver.   Upon atermination of employment prior to the expiration of the Term pursuant toprovisions (e) through (g) of Section 8 of this Agreement, Executive shallexecute a release and waiver in the form set forth in Exhibit A as a conditionprecedent to the Company’s obligations to pay the termination paymentsspecified in such Section 8(e), 8(f) or 8(g), as the case may be.  Exhibit A provides for the release and waiverof important rights and/or claims that Executive might have against the Companyat the time of any early termination of this Agreement.  Executive represents and warrants that he hasread Exhibit A and fully and completely understands the provisions thereof.

13.                                 Notice of Termination.  Anytermination of Executive’s employment by Company shall be communicated in awritten Termination Notice to Executive. For purposes of this Agreement, a “Termination Notice” shall mean anotice from the Chief Executive Officer or Board of Directors of the Companywhich shall indicate the specific termination provision in this Agreementrelied upon and, if applicable, shall set forth in reasonable detail the factsand circumstances providing a basis for termination of Executive’s employmentunder the provision so indicated.

14.                                 Confidentiality.  Executive acknowledges thatall Confidential Information (defined below) acquired by Executive during hisemployment relationship with Company shall remain exclusively the proprietaryproperty of Company.  During Executive’semployment relationship with Company, such Confidential Information is requiredto be maintained as strictly confidential and used solely for the benefit ofCompany.  After conclusion of Executive’semployment relationship with Company, Executive shall continue to maintain thestrict confidentiality of, and shall not disclose or use, such ConfidentialInformation.  Executive’s obligation ofconfidentiality shall not extend to any Confidential Information that becomesgenerally available to the public other than as a result of improper disclosureby Executive, or to any Confidential Information that Executive is required todisclose by applicable law, regulation or legal process.  Executive shall provide Company with promptwritten notice of such requirement for disclosure so that the Company may seekan appropriate protective order at the Company’s expense for the ConfidentialInformation to be disclosed.

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“Confidential Information” as used in this Agreement means (a)information from or concerning the Company’s or its subsidiaries’ products,services, current or future activities and plans relating to development,production or sales including the timing of such matters, production or designsecrets, technical design or specifications of products, intellectual property,research and development, processes, systems, marketing and other businessstrategies and tactics, procurement practices, pricing techniques and models,contract forms, contract pricing and other terms, requirements, costs, profitmargins, discounts, rebates, finances, financial statements, and otherfinancial information, credit history, policies, contracts, books, records anddocuments; (b) names of the Company’s or its subsidiaries’ clients, vendors andstrategic partners and other information concerning such clients, vendors andstrategic partners and their respective businesses, products, services, currentor future activities and plans relating to development, production or salesincluding the timing of such matters, production or design secrets, technicaldesign or specifications of products, intellectual property, research anddevelopment, processes, systems, marketing and other business strategies andtactics, procurement practices, pricing techniques and models, contract forms,contract pricing and other terms, requirements, costs, profit margins,discounts, rebates, finances, financial statements, and other financialinformation, credit history, policies, contracts, books, records and documents,and for avoidance of doubt includes all information which is covered byconfidentiality agreements executed by the Company with or for the benefit ofsuch clients, vendors and/or strategic partners; (c) all information of orabout the Company or any subsidiary which is marked confidential orproprietary; and (d) all other information which a reasonable person wouldunderstand is confidential and/or proprietary to the Company or any subsidiaryand which if disclosed would likely cause significant harm to the Company. Allinformation referenced above shall be protected as Confidential Informationregardless of whether it is written or oral and regardless of the media inwhich it is contained or by which it was communicated.

15.                                 Directors and Officers Liability Insurance.  TheCompany shall ensure that Executive is covered under a directors and officersliability insurance policy or policies during employment and, while potentialliability exists, after the termination of employment for any reason, in thesame amount and to the same extent during employment as the Company covers itsother directors and officers and, after the termination of employment for anyreason, in the same amount and to the same extent as the Company covers anyother former officers and former directors.

16.                                 Successors and Assigns.  This Agreement and all rights underthis Agreement shall be binding upon, inure to the benefit of, and beenforceable by the parties hereto and their respective personal or legalrepresentatives, executors, administrators, heirs, distributees, devisees,legatees, successors, and assigns.  ThisAgreement is personal in nature, and neither of the parties to this Agreementshall, without the written consent of the other, assign or transfer thisAgreement or any right or obligation under this Agreement to any other personor entity, except that the Company may assign the Agreement to a successorcorporation.

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17                                    Notices.  For purposes of this Agreement, notices and othercommunications provided for in this Agreement shall be deemed to be properlygiven if delivered personally or sent by United States certified mail, returnreceipt requested, postage prepaid, or sent by overnight delivery service,addressed as follows:

| If to Executive: | At Executive’s home address on file at the Company |
|------------------|---------------------------------------------------------|
|             |                                                    |
| If to Company:   | SITEL Corporation                                       |
|             | 7277 World  Communications Drive                        |
|             | Omaha, Nebraska  68122                                  |
|             | Attn: Chief Executive Officer                           |
|             |                                                    |
|             | With a copy to:                                         |
|             | SITEL  Corporation                                      |
|             | 7277 World  Communications Drive                        |
|             | Omaha, Nebraska  68122                                  |
|             | Attn: General  Counsel                                  |

 

or to such other address as either party may have furnished to theother party in writing in accordance with this Section.  Such notices or other communications shall beeffective when received if delivered personally or when deposited in the U.S.mail if delivered by certified mail or when deposited with the overnightdelivery service if delivered by that method. Notices also may be given by facsimile and in such case shall be deemedto be properly given when sent so long as the sender uses reasonable efforts toconfirm and does confirm the receiver’s receipt of the facsimile transmission.

18.                                 Miscellaneous.  No provision of this Agreement may be modified, waived, ordischarged unless such waiver, modification, or discharge is agreed to inwriting and is signed by Executive and the Chief Executive Officer.  No waiver by either party to this Agreementat any time of any breach by the other party of, or compliance by the otherparty with, any condition or provision of this Agreement to be performed by theother party shall be deemed to be a waiver of similar or dissimilar provisionsor conditions at the same or any prior or subsequent time.

19.                                 Validity.  The invalidity or unenforceability of any provision(s) ofthis Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement, which other provision shall remain in full forceand effect; nor shall the invalidity or unenforceability of a portion of anyprovision of this Agreement affect the validity or enforceability of thebalance of such provision.

20.                                 Counterparts.  This document may be executed in one or more counterparts,each of which shall be deemed to be an original and all of which together shallconstitute a single agreement.

21.                                 Headings.  The headings of the sections and subsections contained inthis Agreement are for reference purposes only and shall not in any way affectthe meaning or interpretation of any provision of this Agreement.

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22.                                 Applicable Law.  This Agreement shall be governed by and construed inaccordance with the internal substantive laws, and not the conflicts of lawprinciples, of the State of Nebraska.

23.                                 Entire Agreement. This Agreement constitutes the entire agreementof the parties with respect to the terms of Executive’s employment with theCompany and cancels and supersedes any prior agreements and understandings ofthe parties concerning such employment relationship.  For avoidance of doubt, this Agreement is notintended to and does not supersede any additional confidentiality agreementsthat may have been previously executed by Executive in favor of the Company orany separate agreements concerning director or officer indemnification that mayhave been previously executed by the Company in favor of Executive or any planspursuant to which Executive may receive benefits pursuant to Section 7 of thisAgreement including without limitation the 1999 Stock Incentive Plan, asamended.  There are no representations,warranties, terms, conditions, undertakings or collateral agreements, express,implied or statutory, between the parties with respect to the terms ofExecutive’s employment other than those set forth in this Agreement.

(Signature page follows)

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**SIGNATURE PAGE TO**

**EMPLOYMENT AGREEMENT**

IN WITNESS WHEREOF, Company and Executive have executed this Agreement.

 
|   | SITEL CORPORATION, a  Minnesota |
|--------|---------------------------------|
|   | corporation                     |
|   |                            |
|   |                            |
|   | By:                             | /s/ James F. Lynch |   |
|   |                            | James F. Lynch |
|   |                            | Chief Executive Officer |
|   |                            |   |
|   | EXECUTIVE:                      |
|   |                            |
|   |                            |
|   | /s/ Jorge A.  Celaya            |   |
|   | JORGE A. CELAYA                 |

 

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EXHIBIT A

GENERAL RELEASEAND WAIVER

THISGENERAL RELEASE AND WAIVER (“Release”) is entered into this               day of                        ,20  , (“Effective Date”), between JORGE A. CELAYA, his successors andassigns (collectively the “Executive”), and SITEL Corporation, its parent,subsidiaries, or affiliated companies (collectively the “Company”).

WHEREAS,the Executive’s right to receive certain termination payments pursuant to hisEmployment Agreement is conditioned upon execution and delivery of this Releaseto Company.

NOWTHEREFORE:

1.                                       Forvaluable consideration, the adequacy of which is hereby acknowledged, theExecutive hereby knowingly and voluntarily releases, indemnifies, and foreverdischarges the Company, together with all of its and their respective past andpresent directors, officers, employees and attorneys in their official capacityacting on behalf of the Company, and each of their predecessors, successors andassigns, and any of the foregoing in their capacity as a shareholder or agentof the Company or its subsidiaries or affiliates (collectively, “Releasees”)from any and all claims, charges, complaints, promises, agreements,controversies, liens, demands, causes of action, obligations, attorney’s fees,damages and liabilities of any nature whatsoever, known or unknown, suspectedor unsuspected, which the Executive or his executors, administrators,successors or assigns ever had, now have, or may hereafter claim to haveagainst any of the Releasees by reason of any matter, cause or thing whatsoeverin connection with, or in any way related to or arising out of, the Executive’semployment or termination of employment with the Company, whether or notpreviously asserted before any state or federal court or before any state orfederal agency or governmental entity, even if such act or omission is found tohave been an intentional act or omission, or a negligent act or omission by theReleasees, from the beginning of time to the date of this Release.

2.                                       TheExecutive’s release of Releasees hereunder includes, without limitation, anyrights or claims arising out of or relating in any way to the Executive’semployment by or separation from the Company or otherwise relating to any ofthe Releasees, or arising under any state or federal statute or regulationincluding, the Age Discrimination in Employment Act of 1967, Title VII of theCivil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 through1988 of Title 42 of the United States Code, the Employee Retirement Income SecurityAct of 1974, the Immigration Reform Control Act, the Americans withDisabilities Act of 1990, the National Labor Relations Act, the Fair LaborStandards Act, the Occupational Safety and Health Act, the Worker Adjustmentand Retraining Notification Act of 1988, the Family and Medical Leave Act of1993, each as amended, any state antidiscrimination law, any state wage andhour law, any other local, state or federal law, regulation or ordinance; anypublic policy, contract, tort, or common law, or under any policy, agreement,understanding or promise, whether written or oral, formal or informal, betweenany of the Releasees and the Executive, and any allegation for costs, fees, orother expenses including attorneys’ fees incurred in these matters. The Executivefurther represents that he has not, and never will, institute against the

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Company or any ofthe Releasees any action or other proceeding in any court, administrativeagency, or other tribunal of the United States, any State thereof or anyforeign jurisdiction, with respect to any claim or cause of action of any type,arising or which may have existed at any time prior to the effective date ofthe Release that is released by the Release. If Employee does institute such aclaim, in violation of this representation, he agrees to pay the reasonablecosts incurred by the Company or any of the Releasees in defending such action,including reasonable attorneys’ fees, experts’ fees and costs.

3.                                       TheExecutive represents and warrants that, to the knowledge of the Executive,there is no reasonable basis for the Company or its subsidiaries or affiliatesto assert any claim against the Executive for violation of any federal, state,or local law, or breach of any applicable duty under common law.

4.                                       TheExecutive represents that the Company advised him to consult with an attorneyof his choosing prior to signing the Employment Agreement to which this Releaseis an exhibit. The Executive represents that he understands and agrees that hehad the right to have the Employment Agreement and has the right to have thisRelease reviewed by an attorney of the Executive’s choice and that he has infact reviewed the Employment Agreement and this Release with an attorney of hischoice [if applicable: or has freely decided solely on his own to forego havingsuch review by an attorney of his choice]. The Executive further representsthat he read and understood each and every provision in the EmploymentAgreement and this Release and that he had the opportunity to consult with anattorney of his choice regarding the effect of each and every provision of theEmployment Agreement and this Release.

5.                                       TheExecutive acknowledges that the Company has advised the Executive that theExecutive has twenty-one (21) days in which to consider whether the Executiveshould sign this Release and has advised the Executive that if the Executivesigns this Release, the Executive has seven (7) days following the date onwhich the Executive signs the Release to revoke it and that the Release willnot be effective until after this seven (7) day period has lapsed withoutrevocation.  If Executive elects to signthis Release in advance of the 21-day period lapsing, he voluntarily waivessuch review period. If Executive wishes to revoke this Release within the 7 dayrevocation period, Executive shall deliver a written notice of revocationwithin such period; if delivered by mail the revocation must be sent bycertified mail, return receipt requested, postmarked within the revocationperiod, and properly addressed to: SITEL Corporation, Attention: Head of HumanResources, 7277 World Communications Drive, Omaha, Nebraska 68122; if handdelivered, the revocation must be delivered at the address above to theattention of the addressee above within the revocation period.  Executive understands and acknowledges thatthe Company is under no obligation to and will not pay the termination paymentsspecified in the Employment Agreement unless and until this Release is signedand the waiting periods specified in this Section 5 have lapsed withoutrevocation, and that no interest will be payable or paid by Company withrespect to such termination payments for any period pending the signing of thisRelease and such lapse of the waiting periods.

6.                                       TheExecutive acknowledges that (i) the Executive is receiving consideration underthe Employment Agreement for his release in addition to anything of value towhich is already entitled and (ii) the Company is not entering into thisAgreement because it believes that the

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Executive has anycognizable legal claim against the Releasees. The Executive acknowledges andagrees that the purpose of this Agreement is to provide him with furtherassistance in the transition of his employment status, while at the same timeprotecting the Releasees from the expense and disruption which are oftenincurred in defending against even a groundless lawsuit.

7.                                       TheExecutive represents that he understands and agrees that the Company is underno obligation to offer him the Employment Agreement, that the Executive isunder no obligation to consent to the Executive’s Release, and that theExecutive has entered into the Employment Agreement freely and voluntarily withcomplete understanding of all relevant facts, and that the Employment Agreementand the Executive’s Release are fair, adequate and reasonable.

8.                                       TheExecutive agrees that he will fully cooperate in any claims, litigation orother legal actions in which the Company or its subsidiaries or affiliates maybecome involved. Such cooperation shall include the Executive making himselfavailable, upon the request of the Company and at the Company’s expense, fordepositions, court appearances and interviews by Company’s counsel. To themaximum extent permitted by law, the Executive agrees that he will notify theBoard of Directors, in care of the Chairman of the Board, if he is contacted byany government agency or any other person contemplating or maintaining anyclaim or legal action against the Company or its subsidiaries or affiliates orby any agent or attorney of such person.

9.                                       Notwithstandingany other provision of this Release to the contrary, this release does notapply: (i) to any rights or claims which arise after the execution of thisAgreement, including the Executive’s rights under the provisions of theEmployment Agreement which survive termination of employment; (ii) to anyrights or claims with respect to indemnification and directors and officersliability insurance coverage provided to the Executive pursuant to theEmployment Agreement; (iii) to any rights or claims to benefits due under anyCompany employee benefit plan or program; or (iv) the Executive’s rights as astockholder.

10.                                 Theprovisions of this Release are severable, and if any part of it is found to beunenforceable, the other sections shall remain fully valid and enforceable.This Release shall be construed in accordance with its fair meaning and inaccordance with the laws of the state of Nebraska, without regard to conflictsof laws principles thereof.

[Thefollowing paragraph shall be included in this Release if the EmploymentAgreement contains restrictive covenants or refers to a separate agreementcontaining restrictive covenants: 11. The Executive acknowledges and agrees that, anything to the contrary inthe Release notwithstanding, the restrictive covenants set forth in theEmployment Agreement or in any separate agreement referenced in the EmploymentAgreement shall remain in full force and effect between the Company and theExecutive and are hereby made a part hereof and incorporated herein in theirentirety by reference.]

(Signature pagefollows)

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PLEASE READ THIS RELEASECAREFULLY.

IT CONTAINS ARELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

 
|   | SITEL CORPORATION, a  Minnesota |
|--------|---------------------------------|
|   | corporation                     |
|   |                            |
|   |                            |
|   | By:                             | /s/ |   |
|   |                            | Name: |
|   |                            | Title: |
|   |                            |
|   |                            |
|   | EXECUTIVE:                      |
|   |                            |
|   |                            |
|   | /s/ Jorge A.  Celaya            |   |
|   | JORGE A. CELAYA                 |

 

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