**Exhibit 10.22**

 

**ManagementIncentive Plan (MIP) 2005**

**ExCo,Group COOs, Global SVPs**

**SWWVPs Directors and Managers**

 

**Overview:**

 

The 2005 Management Incentive Plan provides eligible participants withthe opportunity to earn incentive pay based upon one or more of the followingfactors:

 

•                  SITEL achievingits Earnings Per Share (EPS) goal, and

•                  The BusinessUnit achieving its Business Unit Contribution (BUC) target.

•                  The individual’scontribution to achieving the BU/corporation’s objectives

 

**Incentive Opportunity:**

 

SITEL has chosen a “percentage of base salary” as the appropriatetarget incentive compensation opportunity.

 
| CEO, ExCo, (grade 20-21)                            |   | 75% of base salary |   |
|-----------------------------------------------------|--------|--------------------|--------|
| COOs (grade 19)                                     |   | 40% of base salary |   |
| BU Leaders/MDs/Global SVPs (typically grades 16-19) |   | 30% of base salary |   |
| VPs and Directors (typically grades 16 – 17)   |   | 20% of base salary |   |
| Managers (typically grade 15)                       |   | 15% of base salary |   |

 

**Incentive Components:**

 

MIP participants, at or above Grade 15, within BUs have a targetincentive opportunity that is split between an EPS performance componentand a BUC performance component.

 

The amount of the split depends upon the level of employee. The higherthe employee’s job grade level, the greater the proportion of target incentiveopportunity is based on EPS.  The tablebelow summarizes the proportion of target incentive opportunity that is basedon EPS and BUC.

 

  
| **Level**                                                      | ** ** | **Incentive Based on  EPS** | ** ** | **Incentive Based on  BUC** | ** ** |
|----------------------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| CEO, ExCo,  Group COOs, and Global SVPs(Grades  19 through 21) |       | 100                         | %          | 0                           | %          |
| SWW VPs,  Directors, and Managers  (typically Grades 15-17)    |       | 100                         | %          | 0                           | %          |
| BU  Leaders/MDs(typically  Grades 16 – 18)                |       | 40                          | %          | 60                          | %          |
| BU VPs,  Directors, and Managers  (typically Grades 15-17)     |       | 20                          | %          | 80                          | %          |

 

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The ExCo, Group Chief Operating Officers (COOs), Global SVPs, andeligible SWW VPs, Directors, and Managers have 100% of their target incentiveopportunity based exclusively on EPS.

 

**Incentive Plan Threshold (“Gatekeeper”):**

 

EPS Threshold – The Compensation Committee of the Board ofDirectors has defined a minimum level of EPS that must be achieved before theplan participant is eligible for any EPS incentive payment. This minimum EPSlevel is necessary to fund the MIP, but does not guarantee a payout.

 

 

**EPS Performance Component:**

 

A low target EPS, defined by the Compensation Committee of theBoard of Directors, must be met or exceeded to trigger the calculation of anEPS award amount.  At the low target EPSlevel, 30% of the incentive opportunity is awarded.  For each additional 1 cent (USD) of EPS abovethe low target EPS level, an additional 10% of the incentive opportunity willbe awarded, up to a maximum incentive opportunity of 120%. The awardpercentages at various EPS percentages are shown in the table below:

 
| **EPS Level**                      | ** ** | **Award Percentage for EPS  Component of the Total  Incentive Opportunity** | ** ** |
|------------------------------------|------------|-----------------------------------------------------------------------------|------------|
| Low target                         |       | 30                                                                          | %          |
| Low target +  1 cent               |       | 40                                                                          | %          |
| Low target +  2 cents              |       | 50                                                                          | %          |
| Low target +  3 cents              |       | 60                                                                          | %          |
| Low target +  4 cents              |       | 70                                                                          | %          |
| Low target +  5 cents              |       | 80                                                                          | %          |
| Low target +  6 cents              |       | 90                                                                          | %          |
| Low target +  7 cents              |       | 100                                                                         | %          |
| Low target +  8 cents              |       | 110                                                                         | %          |
| Low target +  9 cents              |       | 120                                                                         | %          |
| Greater than  low target + 9 cents |       | 120                                                                         | %          |

 
| Confidential |   | SITEL Corporation |
|--------------|--------|-------------------|

 

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**Individual Performance Impact on Incentive Payments:**

 

The actual payout of an individual’sincentive may be reduced due to personal performance.  Each MIP participant’s manager is to assessthe individual’s contribution to achieving the objectives of thecorporation.  The vehicle for making thisassessment is the individual’s PACMan in which financial and non-financialperformance objectives are defined.  Ifthe individual’s manager determines that the individual’s performance was belowexpectations, the manager may reduce the incentive award by a fraction or theentire amount to arrive at an actual incentive payment.

 

All reductions in an incentive award are tobe reviewed by the appropriate HR manager to ensure the completeness andaccuracy of the manager’s assessment.

 

**Incentive Calculation Examples**

 

Thetable below illustrates the incentive calculation for an SWW VP or Directorwith a base salary of $100,000, and the incentive opportunity of 20% of basesalary, and several different EPS achievement scenarios:

 

**Incentive Calculation Based on EPS Component**

 
| **Maximum Incentive  Payment** | ** ** | **Percentage of  Incentive Opportunity  Based on EPS** | ** ** | **EPS Scenarios**      | ** ** | **Incentive Payment Calculation  - Resulting Salary of Base** | ** ** | **% of  Base** | ** ** | **Incentive  Award** | ** ** |
|--------------------------------|------------|--------------------------------------------------------|------------|------------------------|------------|---------------------------------------------------------------|------------|----------------|------------|----------------------|------------|
| 20% of Base  Salary            |       | 100                                                    | %          | Below minimum EPS      |       | (.20 X 1) X (.0)                                              |       | 0              | %          | 0                    |       |
|                           |       |                                                   |       | Low target             |       | (.20 X 1) X (.30)                                             |       | 6              | %          | 6,000                |       |
|                           |       |                                                   |       | Low Target +  2 cents  |       | (.20 X 1) X (.30 + (2 X .10))                                 |       | 10             | %          | 10,000               |       |
|                           |       |                                                   |       | Low Target +  9 cents  |       | (.20 X 1) X (.30 + (9 X .10))                                 |       | 24             | %          | 24,000               |       |
|                           |       |                                                   |       | Low Target +  10 cents |       | (.20 X 1) X (1.20)                                            |       | 24             | %          | 24,000               |       |

 

**In the example above, the incentive award isthe maximum possible payout.  Forexample, assuming an actual EPS of Low Target + 2 cents, the incentive awardwould be $10,000.  The MIP participant’smanager might, through a PACMan review, determine that this person hadperformed below expectations during the year such that the actual paymentshould be reduced by $5,000, such that the actual incentive payment would be$5,000. Note that the $5,000 reduction in this example does NOT becomeavailable to the manager to pay to another individual.  A MIP participant’s manager may decrease, butnot increase, an incentive award based upon individual performance.**

 

**Confidentiality:**

 

**This plan is confidential and is not forpublication or distribution internally beyond the authorized distribution oroutside of SITEL.**

 

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The EPS targets referred to in this document represent “insiderinformation” that cannot be compromised by accidental disclosure; therefore,these EPS targets will be communicated verbally, to COOs, Business Leaders andother eligible participants.   Thesetargets are documented in the meeting minutes of the Compensation Committee ofthe Board of Directors.

 

**2005 MIPGuidance and Restrictions:**

 

1.               This plan is a privilege,and incentives come into effect only if the specified EPS objectives, BUC andrevenue growth objectives (applicable to BU participants), are met or exceeded.

 

2.               A MIP incentive opportunity is a percentage ofthe participant’s annual base salary.  Aparticipant’s “annual base salary” excludes any non-standard paymentssuch as hiring bonuses, special incentive awards, draws, travel allowances,ex-pat allowances, mobility allowances, etc.

 

3.               MIP payments willbe pro-rated based on time spent at particular levels of salary and incentiveopportunity.  For example, a managergrade level 15 who spends 6 months at a salary level of 75,000 with a 15%maximum total incentive opportunity, who is promoted to a Director level forthe remaining 6 months of the year with a salary of 90,000 and a 20% maximumtotal incentive opportunity would show the following calculation if all revenuegrowth objectives, EPS objectives and BUC objectives were fully met.

 

.15 X 75,000 X 50% (i.e. 6 months of the year)= 5,625; Plus

.20 X 90,000 X 50% (i.e. 6 months of the year)= 9,000

Total pro-rated incentive opportunity = 14,625

 

4.               There are multiple EPS and BUC goalsassociated with the incentive opportunity targets for each participant.  These targets are absolute thresholds andthere is no pro-rata incentive opportunity payment between the target levels.

 

5.               EPS targets are stated in whole cents (USD)per share as reported in the SEC filings of the company.  EPS targets are defined as after MIP paymentsand may exclude one-time gains/losses that affect the fully diluted EPSreported.  The Compensation Committee ofthe Board of Directors make the decision as to what one-time items may beincluded or excluded from the EPS calculations used to determine the MIPcalculations.  If the actual FY2005 EPS (after MIP payments) would be less than the minimum EPS defined by theCompensation Committee of the Board of Directors, all MIP incentives will beproportionally reduced to ensure that the EPS (after MIP payments) is no lessthan the minimum EPS.

 

6.               BUCtargets are stated as a percentage of revenue, accurate and rounded to twodecimal points.  Revenue growthobjectives are stated in local currency. The BUC targets for each BU are set by the appropriate COO andapproved by the ExCo and may be different

 

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from the budget for FY 2005.  Only the ExCo may approve BUC targets thatare stated as an absolute amount.

 

7.               MIPincentives are paid on a yearly basis, after the close of the fiscal year andpublic announcement of the fiscal year earnings.

 

8.               Participants in the FY 2005 MIP must beemployed at SITEL at the time the payment of incentives is made.  If a participant is terminated or leaveshis/her employment at SITEL prior to the payment of incentives, the person is notentitled to any MIP payment.

 

9.               ExCo’swritten approval is required for any additions to the list of eligibleparticipants in the MIP and any exceptions to the 2005 MIP Plan opportunitymatrix.

 

10.         All grade Level 15employees, regardless of job assignment, are eligible for MIP 2005 and are noteligible for compensation under other incentive compensation plans.  Any exceptions, for example, grade 15 andabove sales people in a sales incentive plan must be approved, by name, by theExCo.

 

11.         The FY 2005 MIP does notgive any participant any right to continued employment by SITEL or to continuedeligibility for participation in this or any future SITEL incentive plan.  The FY 2005 MIP does not constitute any form ofemployment contract for any period of time.

 

12.         SITEL reserves the rightto withhold or pro-rate any incentive payments under this plan in individualcases in the event an employee’s performance does not comply with SITEL’s corevalues as stated in the company’s literature, SITEL’s policies and proceduresas stated in Parachute, or the SITEL Leadership Model as defined in SITEL’sperformance management program (PACMan). This reserved right is in addition to any other disciplinary actionSITEL may deem appropriate. Any such performance deficiency will whereverpossible be communicated in advance of the end of the measurement period.  Payment eligibility under the FY 2005 MIP maybe resumed upon correction of the performance deficiency.

 

13.         SITEL reserves the rightto amend or discontinue the FY 2005 MIP.

 

14.         Excluding EPS, which is ameasurement determined solely by the Compensation Committee of the Board ofDirectors, the determination whether any financial objective under the FY 2005MIP has been met or exceeded shall rest with ExCo, whose determination shall befinal.

 

15.         The ExCo has the right toadjust individual MIP payment criteria, within the limits set by theCompensation Committee, to accommodate unusual situations that may arise do toreassignment of participants to different BUs or roles within the company, orany other unforeseen circumstances that were not contemplated in the draftingof this MIP.

 

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**MANAGEMENTINCENTIVE PLAN (MIP) 2005 ACKNOWLEDGEMENT**

 

I acknowledge that I have read, understand and accept the ManagementIncentive Plan (MIP) 2005 and that the applicable EPS, BUC, revenue, and allother applicable targets/goals have been communicated to me.

 

I understand that this plan supercedes all prior compensationplans.  I acknowledge the rights reservedby SITEL under this plan and agree to abide by the guidelines outlined herein,and accept that any decisions made by the designated management authority ortheir delegate regarding exceptions or appeals are final.

 
|                     |   |   |   |
|--------------------------|--------|--------|--------|
| Participant Signature    |   | Date   |
|                     |   |   |
|                     |   |   |
| Printed Participant Name |   |   |

 

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