exv10w4



 





Exhibit 10.4




CONTRIBUTION AGREEMENT




     THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into
effective as of March   , 2004 by and between StarTek, Inc., a Delaware
corporation (“StarTek”), and Toni E. Stephenson, MASSET Trust and FASSET Trust
(collectively, the “Selling Stockholders”).



Recitals




     A. StarTek and the Selling Stockholders have entered into an Underwriting
Agreement, dated March    , 2004 (the “Underwriting Agreement”), with Lehman
Brothers, Inc., SunTrust Capital Markets, Inc. and Thomas Weisel Partners LLC
as representatives of the several underwriters listed Schedule 1 thereto
(collectively, the “Underwriters”).



     B. The Underwriting Agreement provides that StarTek and the Selling
Stockholders will, under certain circumstances, indemnify and provide
contribution to the Underwriters and their affiliates.



     C. StarTek and the Selling Stockholders desire to contribute to certain
amounts payable by the other parties hereto in the event any party hereto must
make indemnification or contribution payments under the Underwriting Agreement.



     D. The Selling Stockholders desire to reimburse StarTek for certain
expenses payable by StarTek pursuant to the Underwriting Agreement.



Agreement




     In consideration of the Recitals set forth above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



     1. Contribution. If StarTek or any Selling Stockholder is required to pay
any amounts to pursuant to Section 10 of the Underwriting Agreement (an
“Indemnifying Party”), StarTek and each of the Selling Stockholders shall
severally and not jointly contribute to the amount paid or payable by such
Indemnifying Party in such proportion as is appropriate to reflect (a)
primarily, the relative benefits received by StarTek and by the Selling
Stockholders from the completion of the transactions contemplated by the
Underwriting Agreement, (b) secondarily, the relative fault of StarTek and each
of the Selling Stockholders with respect to statements or omissions which
resulted in such loss, claim, damage or liability or action in respect thereof,
and (c) tertiarily, other equitable conditions. The relative benefits
received by the Selling Stockholders shall in the aggregate equal 100% of the
total benefits from the transactions contemplated by the Underwriting Agreement
and shall be apportioned among the Selling Stockholders in proportion to the
number of shares of Common Stock sold pursuant to the Underwriting Agreement
(including any Option Stock). The relative benefits received by



 









 







StarTek shall
equal 0% of the total benefits accruing from the transactions contemplated by
the Underwriting Agreement. The relative fault of StarTek and of any Selling
Stockholder shall be determined by reference to the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act of 1933, as amended)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



          StarTek and the Selling Stockholders agree that it would not be just and
equitable if contribution pursuant to this Section 1 were determined by pro
rata allocation or by any other method of allocation which does not take
account of the methods of allocation and other equitable considerations
referred to in the immediately preceding paragraph.



     2. Reimbursement of Expenses. Within 10 days of receipt of an invoice
from StarTek, the Selling Stockholders shall reimburse all amounts paid by
StarTek pursuant to Sections 8 and 13 of the Underwriting Agreement.



     3. Notices. Any notice given in connection with this Agreement shall be
given in writing and shall be deemed given (a) upon personal delivery or
confirmed transmission by telecopy or similar facsimile transmission device,
(b) upon the first business day after receipted delivery to a courier service
that guarantees next-business-day delivery, or (c) on the third business day
after mailing, by registered or certified United States mail, return receipt
requested, postage prepaid, in any case to the appropriate party at its address
set forth in the Underwriting Agreement or to such other address, number or
party as shall be provided to the other party in a written notice delivered in
accordance with this Section 3.



     4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado without regard to conflicts
of laws principles.



     5. Amendment; Waiver. No modification, amendment or waiver of any
provision of this Agreement shall be binding upon any party hereto unless it is
in writing and executed by all parties hereto or, in the case of a waiver, by
the party waiving compliance.



     6. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



     7. Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
supersedes any prior or contemporaneous written or oral agreements or
understandings whatsoever.



     8. Term. This Agreement shall continue until expiration of the applicable
statutes of limitations has expired on all claims that may arise under this
Agreement or the parties hereto mutually agree in writing, whichever first
occurs.



     9. Captions. The headings which appear in some of the sections of this
Agreement are for purposes of convenience and reference and are not in any
sense to be construed as modifying the sections in which they appear.



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     10. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one and the same document.



     11. Defined Terms. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Underwriting Agreement.



     12. Facsimile Signature. This Agreement may be executed by telefacsimile
or scanned .pdf signature and a telefacsimile or scanned .pdf signature will
constitute an original signature for all purposes.



     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the date first written above.

	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 





	 	Toni E. Stephenson	 
	 	 	 
	 	 	 
	 
	 	MASSET Trust

 	 
	 	By:  	 	 
	 	 	Name:  	Pamela S. Oliver 	 
	 	 	Title:  	Trustee 	 
	 
	 	FASSET Trust

 	 
	 	By:  	 	 
	 	 	Name:  	Pamela S. Oliver 	 
	 	 	Title:  	Trustee 	 
	 
	 	STARTEK, INC., a Delaware corporation

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





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