exv10w48



 





EXHIBIT 10.48




INVESTOR RIGHTS AGREEMENT




     This Investor Rights Agreement (this “Agreement”) is made as of February
13, 2004 between StarTek, Inc. (the “Company”), A. Emmet Stephenson, Jr.
(“AES”), and Toni E. Stephenson (“TES”). This Agreement is effective only upon
the occurrence of the closing of the offering of Common Stock of the Company
that is being conducted for the sale of Common Stock by AES, TES, the FASSET
Trust, and the MASSET Trust pursuant to a registration statement filed with the
Commission on or about the date of this Agreement, and only if such date occurs
not later than September 30, 2004. For good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:



     Section 1. Nomination of Directors.



     (a) Following the Company’s 2004 annual meeting of the stockholders and
until the Termination Date (as defined below), the Company will cause its Board
of Directors (the “Board”) or a committee of the Board to nominate all of the
AES Nominees (as defined below) for membership on the Board at each annual
meeting of the stockholders of the Company, or at any other meeting of the
stockholders at which members of the Board are to be elected, and at every
adjournment or postponement of any such meeting, but, if at any such meeting
there is already a full slate of AES Nominees on the Board whose terms do not
expire at such meeting, the Company will have no obligation to nominate any AES
Nominees under this Agreement at such meeting. To the extent permitted by law
and the Company’s bylaws, the Company will cause all proxies received by the
Company that (i) are marked “FOR” the election of any AES Nominee or (ii) grant
voting discretion to management to be voted “FOR” the election of any AES
Nominee eligible for election at such meeting.



     (b) Following the Company’s 2004 annual meeting of the stockholders and
until the Termination Date, AES will have the right to nominate: (i) the number
of members of the Board equal to one fewer than a majority of the then current
number of members of the Board if there is an odd number of members of the
Board or two fewer than a majority of the then current members of the Board if
there is an even number of members of the Board, in either case if AES, AES’s
Family Members (as defined below) and AES’s Affiliates (as defined below) hold,
in the aggregate, 30 percent or more of the outstanding common stock of the
Company; or (ii) one member of the Board if AES, AES’s Family Members and AES’s
Affiliates hold, in the aggregate, 10 percent or more but less than 30 percent
of the outstanding common stock of the Company (the “AES Nominees”). For
purposes of determining the number of AES Nominees, the stock ownership of AES,
AES’s Family Members and AES’s Affiliates will be measured on the record date
for the relevant meeting of the stockholders or a vacancy on the Board exists,
as applicable. This Agreement will be interpreted in such a manner that AES or
the Company, as the case may be, will have the right to nominate a director to
fill any vacancy on the Board whether created by the resignation, death,
disability, or removal of any director, or by the increase or decrease in the
number of directors on the Board so as to meet the numerical requirements of
clauses (i) and (ii) above.



          As used in this Agreement, (x) the term “Family Member” means any spouse,
ancestor, descendant (whether by blood or by adoption), any spouse of such
descendant, or any trust for the primary benefit of any one or more of such
individuals (as long as such trust is



 









 




described in Section 1361(c)(2) of the Internal Revenue Code of 1986, as
amended (the “Code”), or is treated as described in that section by reason of
Section 1362(d) of the Code); and (y) the term “Affiliate” means, with respect
to any person, any other person controlling, controlled by or under common
control with such person, and “control” means the ownership, directly or
indirectly, of voting securities representing the right generally to elect a
majority of the directors (or similar officials) of a person or the possession,
by contract or otherwise, of the authority to direct the management and
policies of a person.




     (c) The Company will include in its proxy materials for each annual
meeting or special meeting of the stockholders at which members of the Board
are to be elected (“Proxy Materials”) the Board’s unanimous recommendation in
favor of, and will not take any action to prevent, subject to the Board’s
fiduciary duties under applicable law, the election of any AES Nominees
eligible for election or re-election at such meeting. AES will provide
information about the AES Nominees reasonably requested by the Company for use
in the Proxy Materials.



     (d) Until the Termination Date, if any AES Nominee (or any replacement of
an AES Nominee) ceases to serve as a member of the Board for any reason, the
Company will promptly take such actions as are necessary or desirable to
appoint or elect as a member of the Board a replacement AES Nominee. The Board
will either appoint or cause to be elected each replacement AES Nominee within
one week of receiving AES’s replacement nomination. The foregoing
notwithstanding, if the appointment or election of a replacement AES Nominee
would result in AES Nominees comprising more than the number of AES Nominee
members of the Board contemplated by Section 1(b) above, the Company will have
no obligation to cause the election or appointment of such AES Nominee under
this Section 1(d).



     (e) Once appointed or elected to the Board, each AES Nominee may be
removed only in accordance with the Company’s currently existing bylaws and
applicable Delaware law and will be entitled to all the rights, privileges and
protections available to any member of the Board.



     (f) The Company will provide AES and his counsel reasonable opportunity to
review the Proxy Materials for any stockholders’ meeting, and will not file
such Proxy Materials with the U.S. Securities and Exchange Commission if AES
has reasonable objections to the information included in such Proxy Materials
relating to the AES Nominees, this Agreement or the subject matter of this
Agreement.



     Section 2. Amendments to the Company’s Bylaws. Following the effective
date of this Agreement and until the Termination Date, the Board may not take
any action to amend or cause to be amended Article II, Section 6 (concerning
the rights of the stockholders of the Company to cause the Company to call
special meetings of the stockholders) of the Company’s bylaws in effect on the
date of this Agreement (as amended on such date) without AES’s prior written
consent.



     Section 3. Representations.



     (a) The Company represents and warrants that this Agreement has been duly
authorized, executed and delivered by the Company, and is a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.



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     (b) The Company represents and warrants that the Board, by resolutions
previously adopted, has taken all action of the Board necessary to authorize
this Agreement.



     Section 4. Termination. The Company’s obligations under this Agreement
will terminate immediately and permanently if AES ceases to beneficially own
(as determined under Rule 13-d promulgated under the Securities Exchange Act of
1934, as amended) at least ten percent of the outstanding common stock of the
Company (the “Termination Date”). If AES dies or is declared legally
incompetent, TES will succeed to and have the power to exercise all of AES’s
rights under this Agreement. If TES dies or is declared legally incompetent
(following the death or declaration of legal incompetence of AES), then the
estate of TES will succeed to and have the power to exercise all of AES’s
rights under this Agreement until its termination.



     Section 5. Miscellaneous.



     (a) Specific Performance. The parties acknowledge that the unique nature
of this Agreement renders money damages an inadequate remedy for the breach by
either party of its obligations under this Agreement, and the parties agree
that in the event of such a breach, the other party will, upon proper action
instituted by it, be entitled to a decree of specific performance of this
Agreement or other equitable relief.



     (b) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware (other than its rules of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required by such rules).



     (c) Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties with respect to the subject matter of this Agreement,
and supersedes all prior oral or written agreements and understandings with
respect to such subject matter. This Agreement may not be amended or modified,
except by a writing signed by each of the parties.



     (d) Severability. Any term or provision of this Agreement that is invalid
or unenforceable will be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
rights of the party intended to benefit from such provision or any other
provisions of this Agreement.



     (e) Waiver. Neither this Agreement nor any of its provisions may be
waived except in writing. The failure of either party to enforce any right
arising under this Agreement on one or more occasions will not operate as a
waiver of that or any other right on that or any other occasion.



     (f) Attorneys’ Fees. If either party brings an action at law or equity to
enforce this Agreement and prevails, such party will be entitled to recover
from the other party all reasonable attorneys’ fees and costs as established by
the court.



     (g) Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original.



     (h) Construction. This Agreement has been negotiated by the parties and
their respective legal counsel, and legal or other equitable principles that
might require the



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construction of this Agreement or any provision of this Agreement against
the party drafting this Agreement will not apply in any construction or
interpretation of this Agreement.




     (i) 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
	 
	 	 
	To AES or TES:

	 	A. Emmet Stephenson, Jr.
	

	 	100 Garfield Street
	

	 	Denver, Colorado 80206
	

	 	Telecopy: (303) 568-7873
	 
	 	 
	With a copy (which will not constitute notice) to:

	 
	 	 
	

	 	Sherman & Howard L.L.C.
	

	 	633 Seventeenth Street, Suite 3000
	

	 	Denver, Colorado 80202
	

	 	Attention: James F. Wood
	

	 	Telecopy: (303) 298-0940







          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).



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     The parties have executed this Agreement as of the date first above
written.


	 	 	 	 	 
	 	STARTEK, INC.

 	 
	 	By:  	 	 
	 	 	 	

	 	Name:  William E. Meade, Jr. 	 
	 	Title: 
    President and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	 	 	 
	 	 	 	

	 	Name: 
    A. Emmet Stephenson, Jr. 	 
	 	 	 	 
	 
	 	By:  	 	 
	 	 	 	

	 	Name: 
     Toni E. Stephenson 	 
	 	 	 	 
	 


 
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