#### **Exhibit 10.19**

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#### **SITELCORPORATION**

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#### **Summary ofJames F. Lynch Compensation Arrangements**As of January 1, 2005

 

Mr. Lynch serves as Chief Executive Officer and President of thecompany.  He does not have a writtenemployment agreement.  The CompensationCommittee and other independent directors determine Mr. Lynch’s base salary,bonus opportunity, other incentives if any, and equity compensation from timeto time.

 

**Base Salary**:  Mr. Lynch’s annual base salary since July 1,2004 is $600,000.

 

**Bonus Opportunity**:  For 2005, Mr. Lynch is eligible to receive abonus of up to 90% of his base salary pursuant to the company’s 2005 ManagementIncentive Plan (the 2005 MIP).  Mr. Lynch’sbonus opportunity is based exclusively on the company achieving the 2005 EPStargets set by the Compensation Committee. Mr. Lynch would receive no bonus under the plan unless at least the lowEPS target is achieved.  At the low EPStarget, subject to the other general conditions of the plan, he would receive abonus of 22.5% of his base salary.  Foreach additional specified increment in EPS achieved, his bonus would beincreased by 7.5 percentage points, up to the maximum bonus opportunity of 90%of his base salary.  This description ofthe bonus award is subject to the general conditions of the 2005 MIP, whichincludes for example provisions that participants must remain employed at thetime the incentive is to be paid and that the calculated incentive may bereduced based upon a participant’s performance below expectations regardingtheir individual financial and/or non-financial performance objectives.

 

**Equity Compensation**:  Mr. Lynch has options to purchase 500,000shares of the company’s common stock, pursuant to the 1999 Stock IncentivePlan, as amended (the Incentive Plan). The Compensation Committee granted these options as to 100,000 shares in2001 when Mr. Lynch rejoined the company as CEO and as to 400,000 shares in2002.  The options were granted at thefair market value of the company’s common stock on the date of grant and have aten-year term.  The options for 100,000shares have an exercise price of $2.51 per share and become exercisable in fiveannual installments on each of April 3, 2002, 2003, 2004, 2005 and2006.  The options for 400,000 shareshave an exercise price of $2.765 per share. Thirty percent (30%) of these options become exercisable in five annualinstallments on each of March 14, 2003, 2004, 2005, 2006 and 2007.  The remaining seventy percent (70%) of theseoptions become exercisable on March 14, 2009, but are subject to earlierexercise if certain performance goals (an EPS target and a closing stock pricetarget) are met prior to that date.  Theperformance-accelerated options are non-forfeitable once they become exercisable,which means Mr. Lynch keeps the options after that even if his employmentterminates before he exercises the options. All of the options become exercisable in full upon a change in controlof the company if the closing stock price on the effective date of the changein control is at least

 

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$12 per share.  All of theoptions are subject to earlier exercise or termination and the other terms andprovisions of the applicable option agreement and the Incentive Plan.

 

**Other**:  Mr. Lynch is eligible to participate in thecompany’s benefit plans that are offered U.S. exempt employees (within themeaning of the Fair Labor Standards Act) generally. The company pays thepremiums under a split-dollar life insurance policy on Mr. Lynch (approximately$70,909 per year).  The company also paysfor certain personal benefits (such as country club dues), which in theaggregate have been less than 10% of Mr. Lynch’s salary in each of the pastthree calendar years.

 

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