UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2008

STARTEK, INC.
(Exact name of registrant as specified in its charter)
         
DELAWARE   1-12793   84-1370538
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
44 Cook Street, 4th Floor, Denver, Colorado
  80206
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (303) 262-4500
 
 
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 1.02. Termination of a Material Definitive Agreement.

Upon stockholder approval of the StarTek, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), as described below under Item 5.02, the Company terminated the StarTek, Inc. Stock Option Plan and the StarTek, Inc. Directors’ Stock Option Plan (collectively, the “Prior Plans”). No further awards will be made under the Prior Plans as of May 5, 2008.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On May 5, 2008, at the annual meeting of stockholders of the Company, the Company’s stockholders approved the 2008 Plan, which previously had been approved by the Company’s Board of Directors. The 2008 Plan became effective on May 5, 2008.

The Company’s Compensation Committee will administer the 2008 Plan. The types of awards that may be granted under the 2008 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The total number of shares of the Company’s common stock available for distribution under the 2008 Plan is 900,000, plus any shares remaining available as of May 5, 2008 for future grants under the Prior Plans, subject to adjustment for future stock splits, stock dividends and similar changes in the Company’s capitalization. The aggregate number of shares subject to options and stock appreciation rights granted during any calendar year to any one participant shall not exceed 750,000, and no participant may be granted performance-based compensation in any calendar year with respect to more than 300,000 shares or, for awards denominated in cash, $2 million. Shares subject to an award that is forfeited, expires, or is settled for cash, or shares tendered to the Company or retained by the Company in settlement of an award will become available for issuance under the 2008 Plan. Except for certain permitted adjustments to account for changes in the Company’s capitalization, the Compensation Committee may not re-price any options or stock appreciation rights without stockholder approval.

Upon termination of service for cause, all unexercised options and stock appreciation rights and all unvested portions of any other outstanding awards will immediately be forfeited without consideration. Upon termination of service for any other reason, all unvested and unexercisable portions of any outstanding awards will be immediately forfeited without consideration. Upon termination of service for any reason other than cause, death or disability, the currently vested and exercisable portions of awards may be exercised within three months of the date of termination. Upon termination of service due to death or disability, the currently vested and exercisable portions of awards may be exercised within six months of termination. All of the foregoing provisions may be changed if expressly provided for in an individual award agreement.

This summary of the 2008 Plan is qualified in its entirety by reference to the full text of the 2008 Plan. A copy of the 2008 Plan and forms of the equity award agreements to be issued pursuant thereto are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein. A more detailed summary of the 2008 Plan can be found in the Company’s proxy statement for its 2008 annual meeting of stockholders filed with the Securities and Exchange Commission on March 20, 2008.

 

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Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

10.1   StarTek, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit B to the Company’s proxy statement for its 2008 Annual Meeting of Stockholders, filed on March 20, 2008).

10.2   Form of Non-Statutory Stock Option Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.

10.3   Form of Non-Statutory Stock Option Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.

10.4   Form of Incentive Stock Option Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.

10.5   Form of Restricted Stock Award Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.

10.6   Form of Restricted Stock Award Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STARTEK, INC.

Date: May 5, 2008

By: / s/ A. Laurence Jones                  
A. Laurence Jones
Chief Executive Officer and President

 

 

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EXHIBIT INDEX

     
Exhibit No.   Description
 
   
10.1
  StarTek, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit B to the Company’s proxy statement for its 2008 Annual Meeting of Stockholders, filed on March 20, 2008).
 
   
10.2
  Form of Non-Statutory Stock Option Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
 
   
10.3
  Form of Non-Statutory Stock Option Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
 
   
10.4
  Form of Incentive Stock Option Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
 
   
10.5
  Form of Restricted Stock Award Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
 
   
10.6
  Form of Restricted Stock Award Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.

 

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EXHIBIT 10.2
StarTek, Inc.
2008 Equity Incentive Plan
Non-Statutory Stock Option Agreement
(Employee)
     
Name of Participant:
   
 
   
Number of Shares Covered:
  Date of Grant:
 
   
Exercise Price Per Share:
  Expiration Date:
 
   
Exercise Schedule (Cumulative):
   
 
   
Date(s) of
Exercisability
  Number of Shares as to Which
Option Becomes Exercisable
 
   
 
   
This is a Non-Statutory Stock Option Agreement (the “ Agreement ”), effective as of the Date of Grant specified above, between StarTek, Inc., a Delaware corporation (the “ Company ”), and you, the Participant identified above.
Background *
A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the “ Plan ”).
B. Under the Plan, the Committee appointed by the Board administers the Plan and has the authority to determine the Awards to be granted under the Plan.
C. The Committee has determined that you are eligible to receive an Award under the Plan in the form of a Non-Statutory Stock Option.
 
     
*  
Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.

 

 

 

D. The Company hereby grants such an option to you subject to the following terms and conditions:
Terms and Conditions
1.  Grant . You are granted an option to purchase the number of Shares specified in the table at the beginning of this Agreement (the “ Option ”).
2.  Exercise Price . The purchase price to you of each Share subject to the Option will be the Exercise Price specified in the table at the beginning of this Agreement.
3.  Non-Statutory Stock Option . The Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).
4.  Exercise Schedule . The Option will vest and become exercisable as to the number of Shares and on the dates specified in the Exercise Schedule in the table at the beginning of this Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you (or the person otherwise entitled to exercise the Option as provided herein) may exercise it and purchase all or any portion of the Shares that may then be purchased under the Exercise Schedule. The Option may also be exercised on an accelerated basis (notwithstanding the Exercise Schedule) as and to the extent described in Section 8 of this Agreement, if it has not expired prior thereto.
5.  Expiration . The Option will expire at 5:00 p.m. Mountain Time on the earliest of:
(a) The Expiration Date specified in the table at the beginning of this Agreement (which date shall not be later than ten years after the Date of Grant);
(b) The last day of the period after the termination of your Service during which the Option can be exercised (as specified in Section 7 of this Agreement);
(c) The date your Service is terminated for Cause; or
(d) The date (if any) the Option is cancelled pursuant to Section 14 of the Plan.
No one may exercise the Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.
6.  Procedure to Exercise Option .
(a)  Notice of Exercise . The Option may be exercised by delivering written or electronic notice of exercise, in a form prescribed by the Committee, to the Company’s Secretary at the Company’s headquarters, or to the Company’s outside Plan administrator if one has been appointed. The notice shall state the number of Shares to be purchased, and shall be signed (or authenticated if in electronic form) by the person exercising the Option. If you are not the person exercising the Option, the person exercising must also submit appropriate proof of his/her right to exercise the Option.

 

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(b)  Tender of Payment . Upon giving notice of any exercise hereunder, you shall provide for payment of the purchase price of the Shares being purchased and the amount of any tax withholding required in connection with such exercise as provided in Section 16 of the Plan through one or a combination of the following methods:
(1) Cash (including check, bank draft or money order);
(2) To the extent permitted by law, through a broker-assisted cashless exercise in which you irrevocably instruct a broker to deliver to the Company proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise in payment of the purchase price of such Shares and the amount of any applicable withholding tax;
(3) By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares and the amount of any applicable withholding tax (or in lieu of such delivery, by tender through attestation of such Shares in accordance with such procedures as the Committee may permit); or
(4) By authorizing the Company to retain, from the total number of Shares as to which the Option is exercised, that number of Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price for the total number of Shares as to which the Option is exercised and the amount of any applicable withholding tax.
Notwithstanding the foregoing, you shall not be permitted to pay any portion of the purchase price with Shares, or by authorizing the Company to retain Shares upon exercise of the Option, if the Committee, in its sole discretion, determines that payment in such manner is undesirable.
(c)  Delivery of Shares . Subject to Section 22(c) of the Plan, as soon as practicable after the Company receives the notice and payments provided for above, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased (net of the number of Shares sold or withheld, if any, to pay the exercise price and withholding tax), as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable.
7.  Continuous Service Requirement . Except as otherwise provided in this Section 7, the Option may be exercised only if you have continuously provided Service to the Company or an Affiliate since the Date of Grant and continue to provide Service on the exercise date. However, the Option may be exercised after termination of your Service (but in no event after the expiration of the Option) in the following situations:

 

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(a) The Option may be exercised for six months after termination of your Service because of death or Disability, but only to the extent that it was exercisable immediately prior to the termination of Service.
(b) The Option may be exercised for three months after termination of your Service for any reason other than death, Disability or Cause, but only to the extent that it was exercisable immediately prior to the termination of Service.
(c) If your Service terminates after a declaration made pursuant to Section 14 of the Plan in connection with a Corporate Transaction, the Option may be exercised at any time permitted by such declaration.
8.  Acceleration of Vesting .
(a)  Change in Control . If a Change in Control shall occur, then this Option shall immediately become exercisable with respect to 50% of the Shares as to which such Option was not yet exercisable immediately prior to the Change in Control. The number of Shares scheduled to become vested and exercisable on each date specified in the Exercise Schedule after the date of the Change in Control will be correspondingly reduced by 50%.
(b)  Termination After Change in Control . If, in connection with a Change in Control, this Option is either (i) continued in effect by the Company, or (ii) assumed or replaced by the surviving or successor corporation or its Parent, and if within two years after the Change in Control you experience an involuntary termination of Service for reasons other than Cause, then this Option shall immediately become exercisable in full and shall remain exercisable for twenty-four months (but not beyond the Expiration Date).
(c)  Corporate Transaction . In the event of a Corporate Transaction, at the time of any declaration pursuant to Section 14(b) of the Plan, this Option, if not already exercised in full or otherwise terminated, expired or cancelled, shall become immediately exercisable in full and shall remain exercisable during the period preceding the time of cancellation of the Option pursuant to such declaration.
9.  Limitation on Transfer . During your lifetime, only you or your guardian or legal representative may exercise the Option. You may not assign or transfer the Option other than [(i)] by will or the laws of descent and distribution[, or (ii) by gift to any “family member” (as defined in Section 6(c) of the Plan) of yours].
10.  No Stockholder Rights Before Exercise . No person shall have any rights as a stockholder with respect to any Shares subject to the Option until the Shares actually are issued to such person upon exercise of the Option.
11.  Changes in Capitalization . If an “equity restructuring” (as defined in Section 18 of the Plan) occurs that causes the per share value of the Shares to change, the Committee shall make such equitable adjustments to the Option as are contemplated by Section 18 of the Plan in order to avoid dilution or enlargement of your rights hereunder. The Committee may make such equitable adjustments to this Option as and to the extent provided in Section 18 of the Plan in connection with other changes in the Company’s capitalization contemplated by Section 18 of the Plan.

 

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12.  Interpretation of This Agreement . All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon you and the Company. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
13.  Discontinuance of Service . Neither this Agreement nor the Option shall confer on you any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between you and the Company or any Affiliate.
14.  Option Subject to Plan . The Option evidenced by this Agreement is granted pursuant to the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan specifically provides otherwise.
15.  Obligation to Reserve Sufficient Shares . The Company shall at all times during the term of the Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.
16.  Binding Effect . This Agreement shall be binding in all respects on your heirs, representatives, successors and assigns.
17.  Choice of Law . This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles).
You and the Company have executed this Agreement as of the  _____  day of  _____  , 20_.
         
    PARTICIPANT
 
       
     
 
       
    STARTEK, INC.
 
       
 
  By    
 
       
 
  Its    
 
       

 

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EXHIBIT 10.3
StarTek, Inc.
2008 Equity Incentive Plan
Non-Statutory Stock Option Agreement
(Director)
     
Name of Participant:
   
 
   
Number of Shares Covered:
  Date of Grant:
 
   
Exercise Price Per Share:
  Expiration Date:
 
   
Exercise Schedule (Cumulative):
   
 
   
Date(s) of
Exercisability
  Number of Shares as to Which
Option Becomes Exercisable
 
   
 
   
This is a Non-Statutory Stock Option Agreement (the “ Agreement ”), effective as of the Date of Grant specified above, between StarTek, Inc., a Delaware corporation (the “ Company ”), and you, the Participant identified above.
Background *
A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the “ Plan ”).
B. Under the Plan, the Board has the authority to determine Awards and administer the Plan with respect to Awards involving Non-Employee Directors.
C. The Board has determined that you are eligible to receive an Award under the Plan in the form of a Non-Statutory Stock Option.
 
     
*  
Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.

 

 

 

D. The Company hereby grants such an option to you subject to the following terms and conditions:
Terms and Conditions
1.  Grant . You are granted an option to purchase the number of Shares specified in the table at the beginning of this Agreement (the “ Option ”).
2.  Exercise Price . The purchase price to you of each Share subject to the Option will be the Exercise Price specified in the table at the beginning of this Agreement.
3.  Non-Statutory Stock Option . The Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).
4.  Exercise Schedule . The Option will vest and become exercisable as to the number of Shares and on the dates specified in the Exercise Schedule in the table at the beginning of this Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you (or the person otherwise entitled to exercise the Option as provided herein) may exercise it and purchase all or any portion of the Shares that may then be purchased under the Exercise Schedule. The Option may also be exercised on an accelerated basis (notwithstanding the Exercise Schedule) as and to the extent described in Section 8 of this Agreement, if it has not expired prior thereto.
5.  Expiration . The Option will expire at 5:00 p.m. Mountain Time on the earliest of:
(a) The Expiration Date specified in the table at the beginning of this Agreement (which date shall not be later than ten years after the Date of Grant);
(b) The last day of the period after the termination of your Service during which the Option can be exercised (as specified in Section 7 of this Agreement);
(c) The date your Service is terminated for Cause; or
(d) The date (if any) the Option is cancelled pursuant to Section 14 of the Plan.
No one may exercise the Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.
6.  Procedure to Exercise Option .
(a)  Notice of Exercise . The Option may be exercised by delivering written or electronic notice of exercise, in a form prescribed by the Committee, to the Company’s Secretary at the Company’s headquarters, or to the Company’s outside Plan administrator if one has been appointed. The notice shall state the number of Shares to be purchased, and shall be signed (or authenticated if in electronic form) by the person exercising the Option. If you are not the person exercising the Option, the person exercising must also submit appropriate proof of his/her right to exercise the Option.

 

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(b)  Tender of Payment . Upon giving notice of any exercise hereunder, you shall provide for payment of the purchase price of the Shares being purchased through one or a combination of the following methods:
(1) Cash (including check, bank draft or money order);
(2) To the extent permitted by law, through a broker-assisted cashless exercise in which you irrevocably instruct a broker to deliver to the Company proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise in payment of the purchase price of such Shares;
(3) By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares (or in lieu of such delivery, by tender through attestation of such Shares in accordance with such procedures as the Committee may permit); or
(4) By authorizing the Company to retain, from the total number of Shares as to which the Option is exercised, that number of Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price for the total number of Shares as to which the Option is exercised.
Notwithstanding the foregoing, you shall not be permitted to pay any portion of the purchase price with Shares, or by authorizing the Company to retain Shares upon exercise of the Option, if the Board, in its sole discretion, determines that payment in such manner is undesirable.
(c)  Delivery of Shares . Subject to Section 22(c) of the Plan, as soon as practicable after the Company receives the notice and payment provided for above, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased (net of the number of Shares sold or withheld, if any, to pay the exercise price), as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable.
7.  Continuous Service Requirement . Except as otherwise provided in this Section 7, the Option may be exercised only if you have continuously provided Service to the Company or an Affiliate since the Date of Grant and continue to provide Service on the exercise date. However, the Option may be exercised for one year after termination of your Service for any reason other than Cause (but in no event after the Expiration Date), but only to the extent that it was exercisable immediately prior to the termination of Service.

 

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8.  Acceleration of Vesting .
(a)  Change in Control . Subject to Section 14 of the Plan, if a Change in Control shall occur, then this Option shall immediately become fully vested and exercisable and shall remain exercisable until the Expiration Date.
(b)  Corporate Transaction . In the event of a Corporate Transaction, at the time of any declaration pursuant to Section 14(b) of the Plan, this Option, if not already exercised in full or otherwise terminated, expired or cancelled, shall become immediately exercisable in full and shall remain exercisable during the period preceding the time of cancellation of the Option pursuant to such declaration.
9.  Limitation on Transfer . During your lifetime, only you or your guardian or legal representative may exercise the Option. You may not assign or transfer the Option other than [(i)] by will or the laws of descent and distribution[, or (ii) by gift to any “family member” (as defined in Section 6(c) of the Plan) of yours].
10.  No Stockholder Rights Before Exercise . No person shall have any rights as a stockholder with respect to any Shares subject to the Option until the Shares actually are issued to such person upon exercise of the Option.
11.  Changes in Capitalization . If an “equity restructuring” (as defined in Section 18 of the Plan) occurs that causes the per share value of the Shares to change, the Committee shall make such equitable adjustments to the Option as are contemplated by Section 18 of the Plan in order to avoid dilution or enlargement of your rights hereunder. The Board may make such equitable adjustments to this Option as and to the extent provided in Section 18 of the Plan in connection with other changes in the Company’s capitalization contemplated by Section 18 of the Plan.
12.  Interpretation of This Agreement . All decisions and interpretations made by the Board with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon you and the Company. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
13.  Discontinuance of Service . Neither this Agreement nor the Option shall confer on you any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between you and the Company or any Affiliate.
14.  Option Subject to Plan . The Option evidenced by this Agreement is granted pursuant to the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan specifically provides otherwise.

 

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15.  Obligation to Reserve Sufficient Shares . The Company shall at all times during the term of the Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.
16.  Binding Effect . This Agreement shall be binding in all respects on your heirs, representatives, successors and assigns.
17.  Choice of Law . This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles).
You and the Company have executed this Agreement as of the  _____  day of  _____  , 20_.
         
    PARTICIPANT
 
       
     
 
       
    STARTEK, INC.
 
       
 
  By    
 
       
 
  Its    
 
       

 

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EXHIBIT 10.4
StarTek, Inc.
2008 Equity Incentive Plan
Incentive Stock Option Agreement
     
Name of Participant:
   
 
   
Number of Shares Covered:
  Date of Grant:
 
   
Exercise Price Per Share:
  Expiration Date:
 
   
Exercise Schedule (Cumulative):
   
 
   
Date(s) of
Exercisability
  Number of Shares as to Which
Option Becomes Exercisable
 
   
 
   
This is an Incentive Stock Option Agreement (the “ Agreement ”), effective as of the Date of Grant specified above, between StarTek, Inc., a Delaware corporation (the “ Company ”), and you, the Participant identified above.
Background *
A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the “ Plan ”).
B. Under the Plan, the Committee appointed by the Board administers the Plan and has the authority to determine the Awards to be granted under the Plan.
C. The Committee has determined that you are eligible to receive an Award under the Plan in the form of an Incentive Stock Option.
 
     
*  
Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.

 

 

 

D. The Company hereby grants such an option to you subject to the following terms and conditions:
Terms and Conditions
1.  Grant . You are granted an option to purchase the number of Shares specified in the table at the beginning of this Agreement (the “ Option ”).
2.  Exercise Price . The purchase price to you of each Share subject to the Option will be the Exercise Price specified in the table at the beginning of this Agreement.
3.  Incentive Stock Option . The Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and shall not be an incentive stock option to the extent it does not so qualify. The terms of this Agreement and the Plan shall be interpreted and administered so as to satisfy the requirements of the Code.
4.  Exercise Schedule . The Option will vest and become exercisable as to the number of Shares and on the dates specified in the Exercise Schedule in the table at the beginning of this Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you (or the person otherwise entitled to exercise the Option as provided herein) may exercise it and purchase all or any portion of the Shares that may then be purchased under the Exercise Schedule. The Option may also be exercised on an accelerated basis (notwithstanding the Exercise Schedule) as and to the extent described in Section 8 of this Agreement, if it has not expired prior thereto.
5.  Expiration . The Option will expire at 5:00 p.m. Mountain Time on the earliest of:
(a) The Expiration Date specified in the table at the beginning of this Agreement (which date shall not be later than ten years after the Date of Grant);
(b) The last day of the period after the termination of your Service during which the Option can be exercised (as specified in Section 7 of this Agreement);
(c) The date your Service is terminated for Cause; or
(d) The date (if any) the Option is cancelled pursuant to Section 14 of the Plan.
No one may exercise the Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.
6.  Procedure to Exercise Option .
(a)  Notice of Exercise . The Option may be exercised by delivering written or electronic notice of exercise, in a form prescribed by the Committee, to the Company’s Secretary at the Company’s headquarters, or to the Company’s outside Plan administrator if one has been appointed. The notice shall state the number of Shares to be purchased, and shall be signed (or authenticated if in electronic form) by the person exercising the Option. If you are not the person exercising the Option, the person exercising must also submit appropriate proof of his/her right to exercise the Option.

 

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(b)  Tender of Payment . Upon giving notice of any exercise hereunder, you shall provide for payment of the purchase price of the Shares being purchased through one or a combination of the following methods:
(1) Cash (including check, bank draft or money order);
(2) To the extent permitted by law, through a broker-assisted cashless exercise in which you irrevocably instruct a broker to deliver to the Company proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise in payment of the purchase price of such Shares;
(3) By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares (or in lieu of such delivery, by tender through attestation of such Shares in accordance with such procedures as the Committee may permit); or
(4) By authorizing the Company to retain, from the total number of Shares as to which the Option is exercised, that number of Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price for the total number of Shares as to which the Option is exercised.
Notwithstanding the foregoing, you shall not be permitted to pay any portion of the purchase price with Shares, or by authorizing the Company to retain Shares upon exercise of the Option, if the Committee, in its sole discretion, determines that payment in such manner is undesirable.
(c)  Delivery of Shares . Subject to Section 22(c) of the Plan, as soon as practicable after the Company receives the notice and payment provided for above, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased (net of the number of Shares sold or withheld, if any, to pay the exercise price), as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable.
7.  Continuous Service Requirement . Except as otherwise provided in this Section 7, the Option may be exercised only if you have been continuously employed by the Company or a Parent or Subsidiary thereof since the Date of Grant and continue to be employed on the exercise date. However, the Option may be exercised after termination of your employment (but in no event after the expiration of the Option) in the following situations:

 

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(a) The Option may be exercised for six months after termination of your employment because of death or Disability, but only to the extent that it was exercisable immediately prior to the termination of employment.
(b) The Option may be exercised for three months after termination of your employment for any reason other than death, Disability or Cause, but only to the extent that it was exercisable immediately prior to the termination of employment.
(c) If your employment terminates after a declaration made pursuant to Section 14 of the Plan in connection with a Corporate Transaction, the Option may be exercised at any time permitted by such declaration.
8.  Acceleration of Vesting .
(a)  Change in Control . If a Change in Control shall occur, then this Option shall immediately become exercisable with respect to 50% of the Shares as to which such Option was not yet exercisable immediately prior to the Change in Control. The number of Shares scheduled to become vested and exercisable on each date specified in the Exercise Schedule after the date of the Change in Control will be correspondingly reduced by 50%.
(b)  Termination After Change in Control . If, in connection with a Change in Control, this Option is either (i) continued in effect by the Company, or (ii) assumed or replaced by the surviving or successor corporation or its Parent, and if within two years after the Change in Control you experience an involuntary termination of Service for reasons other than Cause, then this Option shall immediately become exercisable in full and shall remain exercisable for three months (but not beyond the Expiration Date).
(c)  Corporate Transaction . In the event of a Corporate Transaction, at the time of any declaration pursuant to Section 14(b) of the Plan, this Option, if not already exercised in full or otherwise terminated, expired or cancelled, shall become immediately exercisable in full and shall remain exercisable during the period preceding the time of cancellation of the Option pursuant to such declaration.
9.  Limitation on Transfer . During your lifetime, only you or your guardian or legal representative may exercise the Option. You may not assign or transfer the Option other than by will or the laws of descent and distribution.
10.  No Stockholder Rights Before Exercise . No person shall have any rights as a stockholder with respect to any Shares subject to the Option until the Shares actually are issued to such person upon exercise of the Option.
11.  Changes in Capitalization . If an “equity restructuring” (as defined in Section 18 of the Plan) occurs that causes the per share value of the Shares to change, the Committee shall make such equitable adjustments to the Option as are contemplated by Section 18 of the Plan in order to avoid dilution or enlargement of your rights hereunder. The Committee may make such equitable adjustments to this Option as and to the extent provided in Section 18 of the Plan in connection with other changes in the Company’s capitalization contemplated by Section 18 of the Plan.

 

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12.  Tax Matters . If any Shares received upon the exercise of this Option are sold within two years from the Date of Grant or within one year from the date of exercise of the Option, you shall immediately notify the Company in writing of such sale and the amount you realized as a result of the sale. To the extent any portion of this Option does not qualify as an incentive stock option, delivery of Shares upon exercise of this Option shall be subject to payment of any required withholding taxes and you shall be required to pay to the Company, in accordance with the provisions of Section 16 of the Plan, an amount equal to the amount of any required tax withholdings.
13.  Interpretation of This Agreement . All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon you and the Company. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
14.  Discontinuance of Service . Neither this Agreement nor the Option shall confer on you any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between you and the Company or any Affiliate.
15.  Option Subject to Plan . The Option evidenced by this Agreement is granted pursuant to the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan specifically provides otherwise.
16.  Obligation to Reserve Sufficient Shares . The Company shall at all times during the term of the Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.
17.  Binding Effect . This Agreement shall be binding in all respects on your heirs, representatives, successors and assigns.
18.  Choice of Law . This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles).

 

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You and the Company have executed this Agreement as of the  _____  day of  _____  , 20_.
         
    PARTICIPANT
 
       
     
 
       
    STARTEK, INC.
 
       
 
  By    
 
       
 
  Its    
 
       

 

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EXHIBIT 10.5
StarTek, Inc.
2008 Equity Incentive Plan
Restricted Stock Award Agreement
(Employee)
     
Name of Participant:
   
 
   
Number of Shares Covered:
  Date of Grant:
 
   
Vesting Schedule (Cumulative):
   
 
   
Date(s) of Vesting
  Number of Shares Which Become Vested
 
   
This is a Restricted Stock Award Agreement (the “ Agreement ”), effective as of the Date of Grant specified above, between StarTek, Inc., a Delaware corporation (the “ Company ”), and you, the Participant identified above.
Background *
A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the “ Plan ”).
B. Under the Plan, the Committee appointed by the Board administers the Plan and has the authority to determine the Awards to be granted under the Plan.
C. The Committee has determined that you are eligible to receive a Restricted Stock Award under the Plan.
D. The Company hereby grants such an award to you subject to the following terms and conditions:
 
     
*  
Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.

 

 

 

Terms and Conditions
1.  Grant of Restricted Stock .
(a) You are granted the number of Shares of Restricted Stock specified in the table at the beginning of this Agreement (the “ Award ”). Unless and until these Shares vest as provided in Section 2 below, they are subject to the restrictions provided for in this Agreement and are referred to as “Restricted Shares.”
(b) The Restricted Shares will either be evidenced by a book entry made in the records of the Company’s transfer agent in your name, or by a certificate issued in your name. Each book entry or stock certificate evidencing any Restricted Shares may contain such notifications or legends and stock transfer instructions or limitations as provided herein or as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Shares is issued, the Company shall retain custody of such certificate until such Shares vest. While any certificate representing Restricted Shares is held by the Company, you agree to deliver to the Company a stock power duly executed in blank relating to such certificate if requested by the Company.
2.  Vesting of Award .
(a)  Scheduled Vesting . If you have continuously provided Service to the Company or an Affiliate from the Date of Grant, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule contained in the table at the beginning of this Agreement. This Award will also vest on an accelerated basis (notwithstanding the Vesting Schedule) as and to the extent described in Sections 2(b) and 2(c) of this Agreement.
(b)  Change in Control . If a Change in Control shall occur at a time when you have continuously provided Service to the Company or an Affiliate since the Date of Grant, then this Award shall immediately vest with respect to 50% of the Restricted Shares as to which such Award was not yet vested immediately prior to the Change in Control. The number of Restricted Shares scheduled to vest on each date specified in the Vesting Schedule after the date of the Change in Control will be correspondingly reduced by 50%.
(c)  Termination After Change in Control . If, in connection with a Change in Control, this Award is either (i) continued in effect by the Company, or (ii) assumed or replaced by the surviving or successor corporation or its Parent, and if within two years after the Change in Control you experience an involuntary termination of Service for reasons other than Cause, then this Award shall immediately vest in full.
3.  Effect of Vesting . Upon the vesting of any Restricted Shares, all contractual restrictions on such vested Shares as specified in this Agreement will lapse and such vested Shares will no longer be subject to forfeiture as provided in Section 5 below. Upon vesting, the Company will either deliver to you a stock certificate evidencing the number of Shares that have vested that is free of any applicable restrictive legend, remove any applicable restrictive notation or legend associated with any book-entry registration of such vested Shares in your name with the Company’s transfer agent, or electronically deliver such vested Shares to a brokerage account designated by you. Any such action by the Company shall be conditioned upon compliance with applicable legal requirements as contemplated by Section 22(c) of the Plan, and satisfaction of any applicable withholding taxes as contemplated by Section 16 of the Plan and Section 12 of this Agreement.

 

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4.  Applicable Restrictions . The Restricted Shares may not be transferred, sold, assigned, pledged, alienated, attached or otherwise encumbered (collectively, a “Transfer”) prior to the time they vest in accordance with this Agreement, except for a transfer by will or the laws of descent and distribution in the event of your death. Any prohibited Transfer will be void and unenforceable against the Company. No attempted Transfer of any Restricted Shares that is prohibited hereunder, whether voluntary or involuntary, shall vest the purported transferee with any interest or right in or with respect to such Shares.
5.  Forfeiture of Shares . If any of the Restricted Shares become the subject of an attempted Transfer, or your Service with the Company and its Affiliates terminates for any reason other than as provided in Section 2(c) above, this Award will immediately terminate and all Restricted Shares will be forfeited to the Company.
6.  Actions in Connection With a Forfeiture of Shares . The Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited or, if the Restricted Shares are evidenced by a book-entry made in the records of the Company’s transfer agent, to cause such book-entry to be adjusted to reflect the number of Restricted Shares so forfeited.
7.  Restrictive Legend . Any book entry or certificate representing Restricted Shares shall contain a notation or bear the following legend:
“THE SHARES REPRESENTED BY THIS [BOOK-ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
You agree that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent.
8.  Rights as a Stockholder . As of the Date of Grant, you shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares (including voting rights and the right to receive dividends and other distributions), except as otherwise specifically provided in this Agreement.
9.  Adjustments for Changes in Capitalization . This Restricted Stock Award shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 18 of the Plan.
10.  Interpretation of This Agreement . All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon you and the Company. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

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11.  Discontinuance of Service . Neither this Agreement nor the Award shall confer on you any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between you and the Company or any Affiliate.
12.  Tax Consequences and Withholding . You may file a written election with the Internal Revenue Service, within 30 days of the Date of Grant, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares as of the Date of Grant. You acknowledge that it is your sole responsibility to timely file an election under Section 83(b) of the Code. If you make such election, you shall promptly provide the Company a copy and pay to the Company an amount equal to any required withholding taxes in connection with such election. If you do not make an election to be taxed currently under Section 83(b), then at the time the Restricted Shares vest, you will be obligated to recognize ordinary income in an amount equal to the Fair Market Value as of the date of vesting of the Restricted Shares then vesting. You shall pay to the Company any required withholding taxes in connection with such vesting. The Committee may, in its discretion, permit you to satisfy any withholding tax obligation hereunder by delivering to the Company unencumbered Shares (including Shares then vesting) having an aggregate Fair Market Value as of the date of vesting (or the Date of Grant, if a Section 83(b) election was made) equal to the amount of any applicable withholding taxes.
13.  Award Subject to Plan . The Award evidenced by this Agreement is granted pursuant to the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan specifically provides otherwise.
14.  Binding Effect . This Agreement shall be binding in all respects on your heirs, representatives, successors and assigns.
15.  Choice of Law . This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles).

 

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You and the Company have executed this Agreement as of the  _____  day of  _____  , 20_.
         
    PARTICIPANT
 
       
     
 
       
    STARTEK, INC.
 
       
 
  By    
 
       
 
  Its    
 
       

 

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EXHIBIT 10.6
StarTek, Inc.
2008 Equity Incentive Plan
Restricted Stock Award Agreement
(Director)
     
Name of Participant:
   
 
   
Number of Shares Covered:
  Date of Grant:
 
   
Vesting Schedule (Cumulative):
   
 
   
Date(s) of Vesting
  Number of Shares Which Become Vested
 
   
This is a Restricted Stock Award Agreement (the “ Agreement ”), effective as of the Date of Grant specified above, between StarTek, Inc., a Delaware corporation (the “ Company ”), and you, the Participant identified above.
Background *
A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the “ Plan ”).
B. Under the Plan, the Board has the authority to determine Awards and administer the Plan with respect to Awards involving Non-Employee Directors.
C. The Board has determined that you are eligible to receive a Restricted Stock Award under the Plan.
D. The Company hereby grants such an award to you subject to the following terms and conditions:
 
     
*  
Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.

 

 

 

Terms and Conditions
1.  Grant of Restricted Stock .
(a) You are granted the number of Shares of Restricted Stock specified in the table at the beginning of this Agreement (the “ Award ”). Unless and until these Shares vest as provided in Section 2 below, they are subject to the restrictions provided for in this Agreement and are referred to as “Restricted Shares.”
(b) The Restricted Shares will either be evidenced by a book entry made in the records of the Company’s transfer agent in your name, or by a certificate issued in your name. Each book entry or stock certificate evidencing any Restricted Shares may contain such notifications or legends and stock transfer instructions or limitations as provided herein or as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Shares is issued, the Company shall retain custody of such certificate until such Shares vest. While any certificate representing Restricted Shares is held by the Company, you agree to deliver to the Company a stock power duly executed in blank relating to such certificate if requested by the Company.
2.  Vesting of Award .
(a)  Scheduled Vesting . If you have continuously provided Service to the Company or an Affiliate from the Date of Grant, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule contained in the table at the beginning of this Agreement. This Award will also vest on an accelerated basis (notwithstanding the Vesting Schedule) as and to the extent described in Section 2(b) of this Agreement.
(b)  Change in Control . If a Change in Control shall occur at a time when you have continuously provided Service to the Company or an Affiliate since the Date of Grant, then this Award shall immediately vest in full.
3.  Effect of Vesting . Upon the vesting of any Restricted Shares, all contractual restrictions on such vested Shares as specified in this Agreement will lapse and such vested Shares will no longer be subject to forfeiture as provided in Section 5 below. Upon vesting, the Company will either deliver to you a stock certificate evidencing the number of Shares that have vested that is free of any applicable restrictive legend, remove any applicable restrictive notation or legend associated with any book-entry registration of such vested Shares in your name with the Company’s transfer agent, or electronically deliver such vested Shares to a brokerage account designated by you. Any such action by the Company shall be conditioned upon compliance with applicable legal requirements as contemplated by Section 22(c) of the Plan.
4.  Applicable Restrictions . The Restricted Shares may not be transferred, sold, assigned, pledged, alienated, attached or otherwise encumbered (collectively, a “Transfer”) prior to the time they vest in accordance with this Agreement, except for a transfer by will or the laws of descent and distribution in the event of your death. Any prohibited Transfer will be void and unenforceable against the Company. No attempted Transfer of any Restricted Shares that is prohibited hereunder, whether voluntary or involuntary, shall vest the purported transferee with any interest or right in or with respect to such Shares.

 

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5.  Forfeiture of Shares . If any of the Restricted Shares become the subject of an attempted Transfer, or your Service with the Company and its Affiliates terminates for any reason, this Award will immediately terminate and all Restricted Shares will be forfeited to the Company.
6.  Actions in Connection With a Forfeiture of Shares . The Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited or, if the Restricted Shares are evidenced by a book-entry made in the records of the Company’s transfer agent, to cause such book-entry to be adjusted to reflect the number of Restricted Shares so forfeited.
7.  Restrictive Legend . Any book entry or certificate representing Restricted Shares shall contain a notation or bear the following legend:
“THE SHARES REPRESENTED BY THIS [BOOK-ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
You agree that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent.
8.  Rights as a Stockholder . As of the Date of Grant, you shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares (including voting rights and the right to receive dividends and other distributions), except as otherwise specifically provided in this Agreement.
9.  Adjustments for Changes in Capitalization . This Restricted Stock Award shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 18 of the Plan.
10.  Interpretation of This Agreement . All decisions and interpretations made by the Board with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon you and the Company. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
11.  Discontinuance of Service . Neither this Agreement nor the Award shall confer on you any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between you and the Company or any Affiliate.

 

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12.  Tax Consequences . You may file a written election with the Internal Revenue Service, within 30 days of the Date of Grant, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares as of the Date of Grant. You acknowledge that it is your sole responsibility to timely file an election under Section 83(b) of the Code. If you make such election, you shall promptly provide the Company with a copy. If you do not make an election to be taxed currently under Section 83(b), then at the time the Restricted Shares vest, you will be obligated to recognize ordinary income in an amount equal to the Fair Market Value as of the date of vesting of the Restricted Shares then vesting.
13.  Award Subject to Plan . The Award evidenced by this Agreement is granted pursuant to the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan specifically provides otherwise.
14.  Binding Effect . This Agreement shall be binding in all respects on your heirs, representatives, successors and assigns.
15.  Choice of Law . This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles).
You and the Company have executed this Agreement as of the  _____  day of  _____  , 20_.
         
    PARTICIPANT
 
       
     
 
       
    STARTEK, INC.
 
       
 
  By    
 
       
 
  Its    
 
       

 

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