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)
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DELAWARE
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1-12793
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84-1370538
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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44 Cook Street, 4th Floor,
Denver, Colorado
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80206
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(303) 262-4500
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(Former name or former address if changed since last report.)
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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)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
1
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.
2
Item 9.01 Financial Statements
and Exhibits.
(d)
Exhibits
10.1
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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).
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10.2
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Form of Non-Statutory Stock Option Agreement (Employee) pursuant to
StarTek, Inc. 2008 Equity Incentive Plan.
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10.3
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Form of Non-Statutory Stock Option Agreement (Director) pursuant to
StarTek, Inc. 2008 Equity Incentive Plan.
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10.4
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Form of Incentive Stock Option Agreement (Employee) pursuant to StarTek,
Inc. 2008 Equity Incentive Plan.
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10.5
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Form of Restricted Stock Award Agreement (Employee) pursuant to StarTek,
Inc. 2008 Equity Incentive Plan.
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10.6
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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
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Exhibit
No.
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Description
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10.1
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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).
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10.2
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Form of Non-Statutory Stock Option Agreement
(Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
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10.3
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Form of Non-Statutory Stock Option Agreement
(Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
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10.4
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Form of Incentive Stock Option Agreement
(Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
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10.5
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Form of Restricted Stock Award Agreement
(Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan.
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10.6
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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)
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Name of Participant:
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Number of Shares Covered:
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Date of Grant:
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Exercise Price Per Share:
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Expiration Date:
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Exercise Schedule (Cumulative):
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Date(s) of
Exercisability
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Number of Shares as to Which
Option Becomes Exercisable
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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.
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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.
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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
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(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 Companys Secretary at the
Companys headquarters, or to the Companys 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 Companys
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 Companys 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_.
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PARTICIPANT
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STARTEK, INC.
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By
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5
EXHIBIT 10.3
StarTek, Inc.
2008 Equity Incentive Plan
Non-Statutory Stock Option Agreement
(Director)
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Name of Participant:
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Number of Shares Covered:
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Date of Grant:
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Exercise Price Per Share:
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Expiration Date:
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Exercise Schedule (Cumulative):
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Date(s) of
Exercisability
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Number of Shares as to Which
Option Becomes Exercisable
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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.
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*
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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.
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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 Companys Secretary at the
Companys headquarters, or to the Companys 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.
2
(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 Companys 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.
3
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 Companys 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.
4
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_.
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PARTICIPANT
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STARTEK, INC.
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5
EXHIBIT 10.4
StarTek, Inc.
2008 Equity Incentive Plan
Incentive Stock Option Agreement
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Name of Participant:
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Number of Shares Covered:
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Date of Grant:
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Exercise Price Per Share:
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Expiration Date:
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Exercise Schedule (Cumulative):
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Date(s) of
Exercisability
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Number of Shares as to Which
Option Becomes Exercisable
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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.
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*
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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.
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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 Companys Secretary at the
Companys headquarters, or to the Companys 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.
2
(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 Companys 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:
3
(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 Companys capitalization contemplated by Section 18 of the Plan.
4
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).
5
You and the Company have executed this Agreement as of the
_____
day of
_____
, 20_.
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PARTICIPANT
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STARTEK, INC.
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By
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Its
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6
EXHIBIT 10.5
StarTek, Inc.
2008 Equity Incentive Plan
Restricted Stock Award Agreement
(Employee)
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Name of Participant:
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Number of Shares Covered:
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Date of Grant:
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Vesting Schedule (Cumulative):
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Date(s) of Vesting
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Number of Shares Which Become Vested
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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:
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*
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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.
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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
Companys 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
Companys
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.
2
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 Companys 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 Companys 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.
3
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).
4
You and the Company have executed this Agreement as of the
_____
day of
_____
, 20_.
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PARTICIPANT
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STARTEK, INC.
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By
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5
EXHIBIT 10.6
StarTek, Inc.
2008 Equity Incentive Plan
Restricted Stock Award Agreement
(Director)
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Name of Participant:
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Number of Shares Covered:
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Date of Grant:
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Vesting Schedule (Cumulative):
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Date(s) of Vesting
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Number of Shares Which Become Vested
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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:
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*
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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.
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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
Companys 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
Companys 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.
2
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 Companys 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 Companys 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.
3
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_.
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PARTICIPANT
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STARTEK, INC.
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By
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Its
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