exv10w49



 



EXHIBIT 10.49


INDEMNIFICATION AGREEMENT



          AGREEMENT dated effective as of February 13, 2004, between StarTek, Inc.,
a Delaware corporation (the “Company”), and                    (the
“Indemnitee”).



          WHEREAS, it is essential to the Company to retain and attract as directors
and officers the most capable persons available; and



          WHEREAS, Indemnitee is or wishes to serve as a director and/or officer of
the Company; and



          WHEREAS, Article VIII of the Certificate of Incorporation of the Company
and Article V of the By-Laws of the Company require the Company to indemnify
and advance expenses to its directors and officers to the full extent
authorized and permitted by the Delaware General Corporation Law, and allows
for the provision of additional indemnification rights to directors or officers
by separate agreement; and



          WHEREAS, Indemnitee has been serving and continues to serve, or will
serve, as a director and/or officer of the Company in part in reliance on such
provisions of the Certificate of Incorporation and By-Laws; and



          WHEREAS, the DGCL contains a provision stating that the indemnification
provisions of the DGCL are not to be deemed exclusive of any other rights to
which persons seeking indemnification may be entitled under any By-Law of the
Company, any agreement or otherwise; and



          WHEREAS, Article V of the Company’s By-Laws provides that the
indemnification and expense advances provided by or granted pursuant to Article
V shall not be deemed exclusive of any other rights to which those seeking
indemnification or expense advances may be entitled under any agreement; and



          WHEREAS, in recognition of Indemnitee’s need for substantial protection
against personal liability in order to encourage Indemnitee’s service to the
Company in an effective manner, the Company wishes to provide in this Agreement
for the indemnification of, and the advancing of expenses to, Indemnitee to the
fullest extent (whether partial or complete) authorized and permitted by law
and the Company’s By-Laws, and to such extent as may be provided for in this
Agreement; and



          WHEREAS, to the extent insurance is maintained the Company wishes to
provide in this Agreement for the continued coverage of Indemnitee under the
Company’s directors’ and officers’ liability insurance policies.




 






 





          NOW, THEREFORE, in consideration of the premises and of Indemnitee’s
service or continued service to the Company directly or, at its request, to any
other Enterprise, and intending to be legally bound hereby, the parties hereto
agree as follows:



          1. CERTAIN DEFINITIONS. Capitalized words not otherwise defined herein
shall have the following meanings:



          a. “Claim” shall mean any threatened, pending or completed action, suit or
proceeding, or alternative dispute resolution mechanism, or any inquiry or
investigation, whether instituted by the Company or any other party (including,
without limitation, in the right of the Company).



          b. “DGCL” shall mean the Delaware General Corporation Law, as amended from
time to time.



          c. “Enterprise” shall mean any enterprise other than the Company,
including any corporation, partnership, joint venture, limited liability
company, trust, employee benefit plan or other entity or enterprise.



          d. “Expenses” shall mean (i) all costs, expenses and obligations
(including attorneys’ fees and costs, the fees and costs of consultants and
experts, and reasonable out-of-pocket travel costs incurred by any of such
persons or by Indemnitee), incurred in connection with investigating,
defending, being a witness in, being interviewed in connection with, or
participating in (including on appeal), or preparing to defend, to be a witness
in, to be interviewed by, or to participate in, any Claim relating to any
Indemnifiable Event, (ii) any judgment, fine, penalty or amount to be paid in
settlement of any Claim relating to an Indemnifiable Event, and (iii) any
federal, state, local or foreign taxes imposed on the Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement.



          e. “Indemnifiable Event” shall mean any circumstance, event or occurrence
related to the fact that Indemnitee is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, trustee, agent or fiduciary of any other Enterprise, or by
reason of anything done or not done, or alleged to have been done or not done,
by Indemnitee in any such capacity.



          f. “Independent Legal Counsel” shall mean an attorney or firm of
attorneys, selected in accordance with the provisions of Section 3, who shall
not have been retained by or otherwise performed services for the Company or
Indemnitee within the previous three years (other than with respect to matters
concerning the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements).



          g. “Reviewing Party” shall mean, as to any situation in which Indemnitee
is an officer or director at the time of the determination, (i) directors of
the Company who are not




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parties to the Claim or a committee of such directors
designated by majority vote of such
directors (each of which shall make decisions by majority vote), (ii) if there
are no such directors, or if such directors so direct, by Independent Legal
Counsel, or (iii) such other person(s) who may be designated as provided by the
DGCL. “Reviewing Party” shall mean, as to any situation in which Indemnitee is
not an officer or a director at the time of the determination, Independent
Legal Counsel.


          2. BASIC INDEMNIFICATION ARRANGEMENT.



          a. General Rules. Subject to the provisions of Section 8 hereof, in the
event Indemnitee was, is or becomes a party to or witness or other participant
in, or is interviewed in connection with, or is threatened to be made a party
to or witness or other participant in, a Claim by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent authorized and permitted by law, the Company’s By-Laws and the
terms of this Agreement, as soon as practicable but in any event no later than
thirty (30) days after written demand is presented to the Company, against any
and all Expenses.



          Notwithstanding the foregoing sentence, in no event shall Indemnitee be
entitled to indemnification pursuant to this Agreement for any liability
finally adjudged by a court of competent jurisdiction (and after the exhaustion
or lapse of all rights of appeal) to have arisen (x) under Section 16(b) of the
Securities Exchange Act of 1934; (y) under federal or state securities laws for
actions or conduct specifically found to constitute “insider trading”, or (z)
from actions or conduct on the part of Indemnitee which is specifically found
to constitute fraud or bad faith, or to have created an unlawful personal
benefit to Indemnitee; provided, however, to the extent any of the foregoing
conduct is raised as a defense to indemnification of Indemnitee, such defense
shall be permitted only as to Claims specifically and solely involving the
foregoing, and to the extent the indemnification request also involves Claims
or portions of Claims not involving the foregoing or as to which the foregoing
are only a part, the extent of Indemnitee’s indemnification shall be governed
by the provisions of Section 5 hereof.



          The Company shall advance all Expenses incurred by Indemnitee as soon as
practicable but in any event no later than five (5) business days after the
Company is presented with a written demand by Indemnitee for payment of such
Expenses (an “Expense Advance”), subject only to the reimbursement obligation
of Indemnitee as provided in Section 2(b)(ii). Expenses incurred in defending
any proceeding shall be advanced by the Company prior to the final disposition
of the proceeding. In submitting any invoice for such Expenses, Indemnitee
shall not be required to submit any information which Indemnitee has been
advised by Indemnitee’s counsel could reasonably be expected to result in the
waiver of the attorney-client privilege or would constitute attorney work
product.




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          b. Conditions. Notwithstanding the provisions of Section 2(a) hereof:



               (i) the obligations of the Company to indemnify Indemnitee pursuant to
Section 2(a) hereof shall be subject to the condition that the Reviewing Party
shall have
determined (in a written opinion (which may be a so-called “reasoned opinion”
in any case in which Independent Legal Counsel is the Reviewing Party) that
Indemnitee would be permitted to be indemnified under the DGCL, and under the
Company’s Certificate of Incorporation or By-laws or this Agreement; and



               (ii) an Expense Advance to Indemnitee pursuant to Section 2(a) hereof
shall be subject to the condition that, if, when and to the extent that the
Reviewing Party is unable to determine that Indemnitee would be permitted to be
so indemnified under applicable law, or under the Company’s Certificate of
Incorporation or By-laws or this Agreement, the Company shall be entitled to
reimbursement by Indemnitee (who hereby agrees to reimburse the Company) for
all such amounts theretofore paid. (If the Reviewing Party is Independent
Legal Counsel, such inability to make such determination shall be deemed to
have occurred if Independent Legal Counsel is unable to provide a written
opinion, which may be a so-called “reasoned opinion,” that Indemnitee would be
permitted to be so indemnified under applicable law, or under the Company’s
Certificate of Incorporation or By-laws or this Agreement.) Indemnitee’s
obligation, if any, to reimburse the Company for any Expense Advance shall be
unsecured and no interest shall be charged on such obligation, and the Expense
Advance shall be made without any right of the Company to demand from
Indemnitee any information or assurances concerning Indemnitee’s ability to
repay the Expense Advance; but



               (iii) No determination under clause (i) above shall be required to the
extent that Indemnitee has been successful on the merits or otherwise in
defense of any Claim or as to any issue or issues arising in connection with
such Claim.



          c. Judicial Review. If a Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part
under applicable law or if the Reviewing Party does not make such determination
within 30 days after Indemnitee requests that a determination be made,
Indemnitee shall have the right to commence litigation in any court of
competent jurisdiction and in which venue is proper seeking an initial
determination by the court or challenging any such determination by a Reviewing
Party or any aspect thereof, including the legal or factual bases therefor, and
the Company hereby consents to service of process and to appear in any such
proceeding. If Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable law, any determination made
by a Reviewing Party that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and Indemnitee shall not be required
to reimburse the Company for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).




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          3. SELECTION OF INDEPENDENT LEGAL COUNSEL. If the Reviewing Party is
Independent Legal Counsel, then with respect to all matters concerning the
rights of Indemnitee to indemnity payments and Expense Advances under this
Agreement, the Company’s Certificate of Incorporation or By-laws or any other
agreement now or hereafter in effect relating to Claims for Indemnifiable
Events, the Company shall seek legal advice only
from Independent Legal Counsel selected by Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld). If the Reviewing
Party is Independent Legal Counsel, then Independent Legal Counsel shall render
its written opinion (which may be a so-called “reasoned opinion”) to the
Company and Indemnitee whether and to what extent Indemnitee would be permitted
to be indemnified under applicable law. The Company agrees to pay the
reasonable fees of such Independent Legal Counsel and to fully indemnify such
Independent Legal Counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.



          4. INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall indemnify
Indemnitee against any and all expenses (including attorneys’ fees and costs,
the fees and costs of consultants and experts, and reasonable out-of-pocket
travel costs incurred by any of such persons or by Indemnitee), and, if
requested by Indemnitee, shall (within two (2) business days after such
request) advance such expenses to Indemnitee, which are incurred by Indemnitee
in connection with any action brought by Indemnitee (a) for indemnification or
advance payment of Expenses by the Company under this Agreement, the Company’s
Certificate of Incorporation or By-laws or any other agreement now or hereafter
in effect relating to Claims for Indemnifiable Events, and (b) for recovery
under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be.



          5. PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any provision
of Delaware law, the Company’s Certificate of Certificate or By-laws or this
Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines, penalties and amounts reasonably paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties or
amounts reasonably paid in settlement) of a Claim but not, however, for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding
any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all Claims relating
in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, including dismissal without prejudice, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith, but if such
indemnification is specifically determined to be unlawful, then Indemnitee
shall be entitled to a fair apportionment of Expenses so that Indemnitee
receives indemnification to the maximum extent lawful.




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          6. BURDEN OF PROOF. In connection with any determination by a Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.



          7. PRESUMPTIONS. For purposes of this Agreement, the termination of any
Claim, action, suit or proceeding, by judgment, order or reasonable settlement
(whether with or without court approval), shall create a presumption that
Indemnitee is entitled to indemnification with respect to such Claim, action,
suit or proceeding unless such judgment, order or settlement specifically
provides or establishes that Indemnitee did not meet any particular standard of
conduct or have any particular belief necessary to indemnification, or
specifically states, in the case of a judgment or court-approved settlement,
that the court has determined that indemnification is not permitted by
applicable law. For purposes of this Agreement, the termination of any
criminal action or proceeding upon a plea of nolo contendere or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that the court in such
action or proceeding has determined that indemnification is not permitted by
applicable law. In addition, prior to the commencement of legal proceedings by
Indemnitee to secure a judicial determination that Indemnitee should be
indemnified under applicable law, neither the failure of a Reviewing Party to
have made a determination as to whether Indemnitee has met any particular
standard of conduct or had any particular belief, nor an actual determination
by a Reviewing Party that Indemnitee has not met such standard of conduct or
did not have such belief, shall be a defense to Indemnitee’s claim or create a
presumption that Indemnitee has not met any particular standard of conduct or
did not have any particular belief.



          8. NOTIFICATION OF ACTION, ETC.; ASSUMPTION BY COMPANY OF CONDUCT OR
DEFENSE OF SAME.



          a. Notification. Promptly after receipt by Indemnitee or the Company, of
any notice or document respecting the commencement of any action, suit,
proceeding, inquiry or investigation which names, involves or may involve
Indemnitee relating to any matter concerning which Indemnitee may be entitled
to indemnification or advancement of Expenses pursuant to this Agreement, the
DGCL, or the Certificate of Incorporation or By-laws of the Company, the party
receiving such notice or document will promptly notify the other of the receipt
of same, but the failure on the part of Indemnitee to so notify the Company
will not relieve the Company from any obligation or liability which it may have
to Indemnitee for indemnification or advancement of Expenses pursuant to this
Agreement, the DGCL, the Certificate of Incorporation or By-laws of the
Company.




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          b. Expense Advance; Assumption of Conduct or Defense. With respect to any
such action, suit, proceeding, inquiry or investigation:



               (i) if Indemnitee intends to request an Expense Advance, Indemnitee will
provide the Company prior notice of Indemnitee’s intention to incur Expenses
and seek an Expense Advance; and



               (ii) except as otherwise provided below, to the extent that it may deem
desirable, the Company, individually, or jointly with any other indemnifying
party, may assume the conduct or defense of such action, suit, proceeding,
inquiry or investigation, but if the Company
elects to assume the conduct or defense thereof, it will notify Indemnitee of
its choice of legal counsel and offer Indemnitee an opportunity to discuss such
choice of legal counsel with one of the Company’s executive officers. After
notice from the Company to Indemnitee of the Company’s election to assume the
conduct or defense thereof, the Company will not be liable to Indemnitee under
this Agreement for any legal fees or expenses of counsel or fees and costs of
consultants or experts to Indemnitee subsequently incurred by Indemnitee in
connection with the defense thereof, other than reasonable costs of
investigation, except as otherwise approved by the Company or as provided below
in clauses (A) and (B) of this Section 8(b)(ii), and except that the Company
will continue to be liable to Indemnitee for other Expenses that do not
constitute legal fees or expenses of counsel or fees and costs of consultants
and experts to Indemnitee. Upon the Company’s assumption of the conduct or
defense of such action, suit, proceeding, inquiry or investigation as provided
herein, Indemnitee shall have the right to employ counsel to represent
Indemnitee in such action, suit, proceeding, inquiry or investigation but the
fees and expenses of such counsel incurred after the Company’s assumption of
the conduct or defense thereof shall be at the expense of Indemnitee unless (A)
counsel to Indemnitee has reasonably concluded that there is a material
conflict of interest between the Company and Indemnitee in the conduct or
defense of such action, suit, proceeding, inquiry or investigation, or (B) the
Company has not in fact employed counsel in a timely manner to assume the
conduct or defense of such action, suit, proceeding, inquiry or investigation,
or fails at any time to diligently act in the conduct or defense of such
action, suit, proceeding, inquiry or investigation, in each of which cases the
Expenses of Indemnitee shall be advanced or reimbursed in accordance with the
provisions of this Agreement on a going forward basis beginning on the date
that an event or circumstance described in (A) or (B) has occurred. The
Company shall not settle any action, suit, proceeding, inquiry or investigation
in any manner which would impose on Indemnitee any penalty or limitation,
financial or otherwise, or which does not result in an unconditional release of
Indemnitee from all claims arising in connection with such action, suit,
proceeding, inquiry or investigation, unless in any such case Indemnitee gives
Indemnitee’s written consent, which Indemnitee may withhold in Indemnitee’s
discretion.



          9. NONEXCLUSIVITY, ETC. The rights of Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the provisions of the
Company’s Certificate of Incorporation or By-Laws, the DGCL or otherwise. To
the extent that a change




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in the DGCL (whether by statute or judicial decision)
permits greater indemnification by agreement than would be afforded currently
under the provisions of the Company’s Certificate of Incorporation or By-Laws
and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change.
In the event of any change in the DGCL (whether by statute or judicial
decision) which narrows the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule
to be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder. To the extent that there is a
conflict between the Company’s Certificate of Incorporation or By-Laws and the
provisions of this Agreement, it is the desire of the parties hereto that such
conflict be resolved by affording Indemnitee the
broadest indemnification permissible under Delaware law, the Company’s
Certification of Incorporation, the Company’s By-Laws or the provisions of this
Agreement. The indemnification provided under this Agreement shall continue as
to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though Indemnitee may have ceased to be an officer or director of
the Company or to serve any capacity for which an Indemnifiable Event may
occur.


          10. LIABILITY INSURANCE. The Company agrees to maintain directors’ and
officers’ liability insurance at levels as high as, with scopes of coverage as
broad as, and with insurers as well rated as that insurance maintained by the
Company as of the date of this Agreement, for a period of at least five years
after Indemnitee ceases to be an officer or director of the Company. To the
extent the Company maintains any other insurance policy or policies providing
directors’ and officers’ liability insurance, Indemnitee shall be covered by
such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any Company director or officer, and such
coverage shall continue for the benefit of Indemnitee after Indemnitee ceases
to be an officer or director of the Company or to serve in any other capacity
for which an Indemnifiable Event could occur. The Company will cause the
insurer under any policy described in this Section 10 to provide to Indemnitee
a certificate to the effect that no amendment, cancellation, termination,
reduction in coverage, or other change in the policy will become effective
unless the insurer has given at least 30 days’ notice to Indemnitee.



          11. PERIOD OF LIMITATIONS. No legal action shall be brought by the
Company, and no cause of action shall be asserted by or in the right of the
Company, against Indemnitee, Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of one year from the date such
cause of action arises, and any claim or cause of action by or in the right of
the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such one-year period, but if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern. Indemnitee shall not be prohibited from bringing
an action against the Company under this Agreement by virtue of any statute of
limitations or by virtue of the doctrines of estoppel or laches, and the
Company waives all rights under any such statutes and doctrines.





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          12. ATTRIBUTION OF OTHERS’ ACTIONS OR CONDUCT. In connection with
determinations respecting Indemnitee’s rights to indemnification and Expense
Advances pursuant to Delaware law, the Company’s Certificate or By-laws or this
Agreement, or Indemnitee’s rights to any other benefits conferred thereunder or
hereunder, the actions or conduct of other persons, including officers of the
Company or other members of the Company’s Board of Directors, shall not be
attributed to Indemnitee absent specific proof that Indemnitee had actual
knowledge of such actions or conduct and specifically approved such actions or
conduct in writing or at a properly called meeting at which minutes of
proceedings were kept and votes of participants recorded.



          13. AMENDMENTS, ETC. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.



          14. SUBROGATION. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all necessary documents and take
all necessary action to enable the Company to exercise such rights.



          15. NO DUPLICATION OF PAYMENTS. The indemnification provisions of this
Agreement do not limit the right of Indemnitee to recover under any insurance
policy maintained by the Company. If, with respect to any Expenses, Indemnitee
receives an insurance policy indemnification payment which, together with any
indemnification payment made by the Company, exceeds the amount of the
Expenses, then Indemnitee will promptly repay the excess to the Company.



          16. BINDING EFFECT, ETC. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, executors and personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect, and whether by purchase, merger, consolidation or
otherwise) to all, substantially all, or a substantial part, of the business or
assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform if no such succession had taken place. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as an officer or
director of the Company, or as a director, officer, employee, trustee, agent or
fiduciary of any other Enterprise at the Company’s request.




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          17. ATTORNEYS’ FEES. In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action. In the event of an action instituted
by or in the name of the Company under this Agreement to enforce or interpret
any of the terms of this Agreement, Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee in defense of such action (including costs and
expenses incurred with respect to Indemnitee’s counterclaims and cross-claims
made in such action), and shall be entitled to the advancement of Expenses with
respect to such action.



          18. SEVERABILITY. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable in any respect, and
the validity and enforceability of any such provision in every other respect
and of the remaining provisions hereof shall not be in any way impaired and
shall remain enforceable to the fullest extent permitted by law.



          19. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in such State without giving effect to the
principles of conflicts of laws.



          20. NOTICES. Any notice, request, demand, waiver or other communication
required or permitted to be given under this Agreement to any party will be in
writing and will be deemed to have been duly given only if delivered in person
or by first class, prepaid, registered or certified mail, or delivered by
courier or, if receipt is confirmed, delivery by telecopier:




	 	 	 
	To the Company:	 	
StarTek, Inc.
	 	 	
100 Garfield Street
	 	 	
Denver, Colorado 80206
	 	 	
Attention: President
	 	 	
Telecopy: (303) 388-9970
	 	 	 
	With a copy (which will not constitute notice) to:
	 	 	 
	 	 	
Faegre & Benson LLP
	 	 	
3200 Wells Fargo Center
	 	 	
1700 Lincoln Street
	 	 	
Denver, Colorado 80203
	 	 	
Attention: Blair L. Lockwood
	 	 	
Telecopy: (303) 607-3600



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	 	To Indemnitee:	



	 	 	



	 	 	



	 	 	
Telecopy:
	 	






          Any party may change the address to which notices are required to be sent
by giving notice of such change in the manner provided in this Section. All
notices will be deemed to have been given on the date of delivery which in the
case of deliveries by telecopier will be the date of the sender’s confirmation
(or, if delivered after business hours, on the next business day in Denver,
Colorado).



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.




	 	 	 	 	 
	 	 	STARTEK, INC., a Delaware corporation
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	INDEMNITEE
	 	 	 	 	 
	 	 	





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