Exhibit 10.1


This Agreement (the “Agreement”) is made as
of August 4, 2006, between SITEL Corporation (“SITEL”) and JANA Partners LLC (“JANA”, and with SITEL, the “Parties”).


1.                    Appointment
of Directors.  In order that certain
individuals designated by JANA as set forth below may join SITEL’s Board of
Directors (the “Board”), the Parties agree, provided with respect to SITEL’s
obligations in this Section 1 that there has been no material breach of this
Agreement by JANA, as follows:


(a) 
(i) Kelvin C. Berens shall resign from the Board, (ii) the Board shall
appoint Stephen L. Key as a Class II Director on the Board and (iii) the Board
shall appoint Robert H. Getz as a Class I Director on the Board.  Such resignation and appointments shall be
completed and effective no later than ten (10) business days (or such shorter
period of time as the Parties may agree) after the date hereof.


(b)  Upon the earlier of (i) six (6) months from
the date hereof and (ii) delivery of a written request from JANA to SITEL and
the approval of a majority of the Board of such request (the “Kubat Resignation
Date”), (A) George J. Kubat shall resign from the Board and (B) the Board shall
appoint Charles Penner as a Class III Director on the Board to fill the
resulting vacancy.  Such resignation and
appointment shall be completed and effective no later than five (5) business
days (or such shorter period of time as the Parties may agree) after the Kubat
Resignation Date, provided, however, that such five (5) day time period shall
be extended as necessary to allow the following events to occur if:  (x) JANA has not yet provided the Board with
the information regarding Charles Penner required to be disclosed for board
candidates in a proxy statement related to the election of such directors under
the federal securities laws and allowed the Board at least ten (10) business
days to review, (y) JANA has not yet provided evidence sufficient to allow the
Board to determine in its good faith judgment that Stephen L. Key or one of the
other JANA Designees (as defined below) qualifies as an “audit committee
financial expert” under applicable Securities and Exchange Commission (the “SEC”)
rules and allowed the Board at least ten (10) business days to review or (z) at
least one JANA Designee determined to be an “audit committee financial expert”
pursuant to the preceding clause (y) (provided that the Board shall make such
determination promptly and in good faith) has not yet informed the Board that
he or she is willing and able to serve as the Chairman of SITEL’s Audit
Committee.  The Parties will arrange for
an in-person or telephonic meeting between members of the Board’s
Nominating/Corporate Governance Committee and Charles Penner during such period
if such meeting has not already occurred prior thereto.


(c)  In
the event that Charles Penner is unwilling or unable to serve on the Board
prior to his appointment thereof or is determined not to be an independent
director pursuant to the New York Stock Exchange listing standards in the
reasonable good faith judgment of the Board, JANA shall promptly designate an
individual with reasonably adequate business experience and of reasonably good
reputation and character and such individual shall be appointed within ten (10)
business days of such designation (provided that such period shall be extended
in the same manner provided for in paragraph (b) above as necessary) and such
appointment shall be subject to the same right of replacement until such
vacancy has been filled 









 



 


pursuant to this Agreement.  The
individuals appointed to the Board pursuant to this Section 1 shall be referred
to herein as “JANA Designees”.


(d) 
Prior to the appointment to the Board of the JANA Designees appointed
pursuant to paragraph (a) above, the Board shall be permitted to reclassify,
through a series of resignations and appointments to new classes, its existing
directors to facilitate the appointment of each JANA Designee to the applicable
class set forth in paragraphs (a) or (b) above, provided with respect to such
reclassification that (i) only non-management members of the Board shall resign
or be appointed, (ii) no individual will be appointed who is not currently a
member of the Board and (iii) directors will be allocated such that, following
the appointment of the JANA Designees, the directors will be evenly divided
among the three classes of directors on the Board.


(e) 
The JANA Designees will be governed by the same protections and
obligations regarding confidentiality, conflicts of interest, fiduciary duties,
trading and disclosure policies and other governance guidelines, and shall have
the same rights and benefits as are applicable to the independent directors on
the Board.


(f) 
With respect to SITEL’s next annual meeting after the date hereof
(expected to be held in 2006) or any special meeting held prior thereto or in
lieu thereof where the meeting agenda includes the election or re-election of
one or more directors to the Board (the “2006 Shareholders Meeting”), the Board
shall nominate each JANA Designee who has been appointed as a director in a
class whose term expires at the 2006 Shareholders Meeting to continue serving
as a director of such class and recommend in SITEL’s proxy statement for the
2006 Shareholders Meeting and at the 2006 Shareholders Meeting that shareholders
vote for such JANA Designee’s election.


(g) 
The Board shall not change or revoke any recommendation referred to in
paragraph (f) above or take any action inconsistent with such paragraph, and
shall not, nor encourage any third party to, propose or recommend, any other
matters related to the Board, including its size and composition, at the 2006
Shareholders Meeting or any meeting of shareholders prior thereto.  Nothing contained herein shall require SITEL
to hold the 2006 Shareholders Meeting or to hold the 2006 Shareholders Meeting
prior to any other meeting of shareholders where the election or re-election of
directors is not on the agenda.


2.                    Voting Activities.  Provided there has been no material breach of
this Agreement by the other Party:


(a)  At
the 2006 Shareholders Meeting, provided that such slate consists only of
current independent members of the Board and/or JANA Designees appointed to the
Board in accordance with Section 1 hereof, JANA shall cause all shares of
voting stock of SITEL beneficially owned by JANA or any of its affiliates or
associates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) (collectively, “Affiliates”), as of the record
date for such meeting, to be present for quorum purposes and to be voted in
favor of the slate of directors that the Board has nominated for election to
the Board.  In addition, upon SITEL’s
filing with the SEC its proxy statement for the 2006 Shareholders Meeting, JANA
shall 









 



 


provide a statement in support of such slate of directors in a form and
substance to be reasonably agreed with SITEL to be included in a public
statement released by SITEL.


(b) 
Neither JANA nor any of its Affiliates will file proxy soliciting
materials or solicit proxies with respect to the 2006 Shareholders
Meeting.  In addition, beginning on the
date hereof and continuing for one (1) year, other than as set forth in this
Agreement:  (i) neither JANA nor any of
its Affiliates will, and neither it nor its Affiliates will assist, encourage
or advise others to, request a special meeting or an annual meeting of SITEL’s
shareholders or submit, or participate in, any shareholder proposal to SITEL or
any “shareholder access” proposal that may be adopted by the SEC, (ii) JANA
shall cause all shares of voting stock of SITEL beneficially owned by JANA or
any of its Affiliates as of the record date of any special meeting or annual
meeting  (other than the 2007
Shareholders Meeting (as defined below)) held during such period to be present
for quorum purposes and to be voted in accordance with the Board’s
recommendation with respect to any shareholder proposal to SITEL or any “shareholder
access” proposal that may be adopted by the SEC, (iii) neither Party nor its
Affiliates will make any public statement regarding the other Party or such
other Party’s officers, directors or employees (except as required by law or by
subpoena, civil investigative demand or similar legal process in the opinion of
its counsel and only after prior notice to and, to the extent practicable,
consultation with the other Party; provided, however, that a public statement
shall not be deemed to be legally required if such legal requirement would not
have arisen but for voluntary conduct of such Party or its representatives) unless
approved in writing in advance by the other Party and (iv) neither Party or its
Affiliates will enter into any discussions, negotiations, arrangements or
understandings with any third party with respect to any of the foregoing
restrictions applicable to such Party, or otherwise form, join or in any way
participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act)
in connection with any of the foregoing restrictions applicable to such Party.


Notwithstanding anything herein to the contrary,
(i) JANA may submit notice of any shareholder business and any director
nominations in regards to SITEL’s next annual meeting after the date of the
2006 Shareholders Meeting (which next meeting is expected to be held in 2007)
or any special meeting held in lieu thereof (the “2007 Shareholders Meeting”),
provided that such notice may be submitted no more than five (5) calendar days
prior to the date that such notice is required pursuant to SITEL’s bylaws in
order to be timely and (ii) the restrictions in clauses (iii) and (iv) of the
immediately preceding paragraph shall not apply to either Party following the
delivery of any such notice by JANA. 
Nothing contained herein shall require SITEL to hold the 2007 Shareholders
Meeting before the one (1) year anniversary of the date of the 2006
Shareholders Meeting, and JANA agrees that it will not request or take any
action seeking to cause SITEL to hold such meeting before such anniversary.


Notwithstanding anything herein to the
contrary, (i) SITEL agrees to issue a press release within two (2) business
days following the execution of this Agreement substantially in the form
attached as Exhibit A, (ii) each Party may disclose the terms of this Agreement
and other required information in a Form 8-K or Schedule 13D, as applicable,
and (iii) each Party may in good faith publicly disclose the terms of this
Agreement and respond to questions relating 









 



 


thereto, provided that neither Party will make any disparaging
statements regarding the other Party or its directors, officers or employees in
such responses.


3.                    No
Waiver.  No failure or delay by
either Party in exercising any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial waiver thereof preclude any
other or further exercise thereof or the exercise of any other right or remedy
hereunder.


4.                    Injunctive
Relief.  Each Party acknowledges and
agrees that, because of the unique nature of this Agreement, the other Party
would suffer irreparable harm in the event of a breach by such Party of any of
its obligations under this Agreement, such that monetary damages would be
inadequate to compensate the non-breaching Party for such a breach.  Each Party agrees that under such
circumstances the other Party shall be entitled to injunctive relief, in
addition to any other appropriate relief at law to which such Party shall be
entitled, and waives any requirement for the securing or posting of any bond in
connection with such remedy.


5.                    Costs;
Attorneys’ Fees.  If any suit or
other action is commenced to construe or enforce any provision of this
Agreement, the prevailing Party, in addition to all other amounts such Party
shall be entitled to receive from the non-prevailing Party to such action,
shall be awarded reasonable attorneys’ fees and court costs.


6.                    Notice.  Notices and other communications hereunder
shall be in writing and shall be effective when received by express delivery or
facsimile:


	
  If to JANA, to

  	
  If to SITEL, to

  
	
  Charles Penner

  	
  Teresa Beaufait

  
	
  JANA Partners
  LLC

  	
  SITEL Corporation

  
	
  200 Park Avenue,
  Suite 3300

  	
  7277 Communications Drive

  
	
  New York, NY
  10166

  	
  Omaha, NE 68122

  
	
  Phone: (212)
  692-7645

  	
  Phone: (402) 963-6423

  
	
  Facsimile: (212)
  696-7695

  	
  Facsimile: (402) 963-2699

  



 


7.                    Miscellaneous.  This Agreement (i) shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts entered into and to be performed wholly within said State, (ii)
constitutes the entire agreement of the Parties hereto with respect to the subject
matter hereof, superseding all prior agreements, written or oral, other than
the Confidentiality Agreement between the Parties dated July 24, 2006, the
Confidentiality Agreement between the Parties dated March 2, 2006, and the
Shareholder Meeting Notice Agreement dated March 16, 2006, as amended on June
9, 2006, (iii) may not be amended, except in writing, (iv) may be executed in
counterparts, (v) shall be binding upon and inure to the benefit of each Party’s
successors and permitted assigns, (vi) may not be assigned without the prior
written consent of the other Party and (vii) shall be enforceable,
notwithstanding the unenforceability of any particular provision hereof, with
respect to all other provisions hereof. 
This Agreement does not amend or supersede any existing agreement
between SITEL and any affiliate of JANA.









 



 


IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


	
   

  	
  SITEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JANA PARTNERS
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND
  AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  KELVIN C. BERENS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GEORGE J. KUBAT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 









 



 


EXHIBIT A


SITEL CORPORATION AND JANA PARTNERS LLC ANNOUNCE SETTLEMENT AND NEW

BOARD MEMBERS


Omaha,
NE — August [•], 2006 - SITEL Corporation (NYSE:SWW), a
leading global provider of outsourced customer services, and JANA Partners LLC
(“JANA”), the Company’s largest shareholder, announced today that they have
agreed to a settlement and the addition to the Company’s board of directors of
Robert H. Getz and Stephen L. Key, both designated by JANA, and the addition of
a third JANA designee within six months.


Pursuant
to an agreement entered into on August 4, the Company’s board has approved a
reconstituted board consisting of Cyrus F. Freidheim, Jr., Nigel T. Gourlay and
Mr. Getz as Class I Directors with terms to expire at the Company’s 2008 annual
meeting of stockholders; Rohit M. Desai, David J. Hanger and Mr. Key as Class
II Directors with terms to expire at the Company’s 2006 annual meeting of
stockholders; and Mathais J. DeVito, George J. Kubat and James F. Lynch as
Class III Directors with terms to expire at the Company’s 2007 annual meeting
of stockholders.  Kelvin C. Berens has
resigned from the board after eleven years of distinguished service.  The transition in membership of the board was
effective on August 4, 2006. In addition, within the next six months, Mr. Kubat
will resign from the board and Charles Penner will be appointed to fill the
resulting Class III Director vacancy.


Mr.
Getz is a private investor and a Managing Director at Cornerstone Equity
Investors, LLC, a private equity firm which Mr. Getz co-founded in 1996.  Prior to that, Mr. Getz was a Managing
Director and Partner with Prudential Equity Investors, a private equity firm
which he joined in 1987 following his employment at The Prudential Investment
Corporation from 1985 to 1987.  Mr. Getz
also serves as a director of Novatel Wireless, Inc. and Haynes International
Inc.  Mr. Key, since 2003, has been the
sole proprietor of Key Consulting, LLC, a management and financial consulting
business, and is the vice chairman and a member of the advisory board of J.D.
Watkins Enterprises, Inc., where he also served as Chief Financial Officer from
2001 to 2006.  Mr. Key served as the
Chief Financial Officer and Executive Vice President of Textron, Inc. from 1995
to 2001, as the Chief Financial Officer and Executive Vice President of
ConAgra, Inc. from 1992 to 1995, and as Managing Partner of Ernst & Young’s
New York office from 1988 to 1992, after joining Ernst & Young in
1968.  Mr. Key also serves on the board
of directors of 1-800-Contacts, Inc. and Greenhill & Co., and is a trustee
of the Rhode Island School of Design.


As
part of the agreement, JANA has agreed to abandon its previously announced
intent to nominate directors for election at the Company’s 2006 annual
meeting.  In addition, JANA has agreed
not to take certain actions for a one year period and to support the slate of
directors nominated for election by the Company’s board at the 2006 annual
meeting of stockholders, subject to the terms of the agreement which will be
incorporated by reference on Form 8-K to be filed by the Company this week.


About
SITEL Corporation


SITEL
is a leading global provider of outsourced customer support services. On behalf
of many of the world’s leading organizations, SITEL designs and improves
customer contact models across its clients’ customer acquisition, retention and
development cycles. SITEL manages approximately two million customer
interactions per day via the telephone, e-mail, Internet and traditional mail.
SITEL has approximately 39,000 employees in 90 global contact centers,
utilizing more than 32 languages and 









 



 


dialects
to serve customers in 56 countries. SITEL is a leader in the contact center
industry. Please visit SITEL’s website at www.sitel.com
for further information.


About
JANA Partners LLC


JANA
Partners LLC is a private money management firm with offices in New York and
San Francisco and over $5 billion in assets.


FROM: 

SITEL Corporation

7277 World Communication Drive

Omaha, NE 68122


CONTACTS:

Bill Sims, Investor Relations 

402-963-6810