EXHIBIT 10.1


 


[*]
= Certain confidential information contained in this document, marked with
brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment made
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 


 


This
Order No. 20070105.006.S.019 (“Order”) is issued pursuant to the Contact
Center Agreement No. 20070105.006.C dated January 26, 2007 (“Agreement”)
between AT&T Services, Inc. (“AT&T”) and StarTek, Inc. (“Supplier”)
and the Agreement is incorporated by reference herein.  Capitalized terms used in this Order not
otherwise defined herein shall have the definitions specified in the
Agreement.  If the Order conflicts with
the terms and conditions of the Agreement, the terms and conditions of the
Agreement shall control unless set forth in the “Special Considerations”
section of this Order in which case the Order shall govern and control.  Notwithstanding anything to the contrary,
this Order shall supersede and replace Order numbers GAMSA-STAR081106-00.S.001
and 20080122.003.C.


 


AT&T
hereby authorizes Supplier to perform the following Services:


 


1.              SCOPE OF
WORK


 


1.1                                 Supplier consumer customer
services representatives (“CSRs”) shall take and handle inbound customer care
inquiries by program (“Program”) as set forth in Exhibit C attached hereto
in accordance with the AT&T hours of
operation (“Hours of Operation”) set forth in Exhibit D attached hereto
subject to applicable laws at the rates
set forth in Exhibit B attached hereto, Specialty CSRs set forth in
Exhibit E attached hereto, and Contract Positions set forth in Exhibit F
attached hereto.  Any other
customer care activities,  changes that result in the nature or type, market or mix
of calls to change, including any changes to the mix of Program project(s) supported
by Site as set forth in Exhibit C attached hereto, shall be subject to Section 4.22
(Change Management) of the Agreement.


 


2.              PRIMARY
CONTACT INFORMATION


 


2.1                                 The following will perform
the function of primary AT&T Contact and primary Supplier Contact.  Supplier shall use reasonable efforts to
retain the Supplier Contact during the term of this Order.


 




	
  AT&T
  Contact

  	
   

  	
  Supplier
  Contact

  
	
  Name:
  [*]

  Address:
  [*]

  Phone:
  [*]

  E-mail:
  [*]

  	
   

  	
  Name:
  [*]

  Address:
  [*]

  Phone:
  [*]

  Cell:
  [*]

  E-mail: [*]

  






 


3.              TERM


 


3.1                                 The Term of this Order shall
commence on the date when signed by the last Party (“Effective Date”), and
shall continue until midnight on September 1, 2012 (the “Initial Term).
Supplier shall commence providing Services on September 1, 2010.


 


4.              SERVICE
SPECIFICATIONS AND REQUIREMENTS


 


4.1                                 Supplier shall deliver to
AT&T the deliverables set forth in Exhibit A “Deliverables Matrix”
(the “Deliverables”), attached hereto and incorporated herein.  Additional adhoc reports may be requested by
AT&T and shall be provided by Supplier as mutually agreed upon by the
Parties.


 


 


PRIVATE/PROPRIETARY/LOCK


 


The
information contained in this Agreement is not for use or disclosure outside
AT&T, Supplier, their affiliated companies and their third party
representatives, except under written Agreement by the contracting Parties.


 

















 


Order No:  20070105.006.S.019


Agreement No:  20070105.006.C


 


5.              AT&T
SYSTEMS USE AND DOWNTIME


 


5.1                                 Should AT&T
systems become unavailable to Supplier, Supplier shall follow the notification
instructions contained in AT&T’s Downtime Policy as provided by
AT&T.  Supplier shall utilize
downtime forms to capture call information on the AT&T-provided downtime
forms and shall input into AT&T systems as soon as reasonably possible
after restoration of the impacted systems. 
AT&T shall pay the applicable Billable Hour rate for this
function.  Supplier shall be excused from
Performance Standards for the duration of the system outage. Supplier shall
provide immediate notification to AT&T’s National Call Center Operations (“NCCO”)
in the event of any outage. If AT&T Mobility directs Supplier CSR’s to “sign”
off of the phones, Supplier shall manually track the time and invoice back as a
separate line item.


 


5.2                                 If the telecommunications
systems are in failure due to AT&T, AT&T may require Supplier CSRs to
go into pure AUX state, whereby they are not receiving calls.  AT&T shall still be charged the actual
outage time incurred for the amount of time affected.  Supplier shall be excused from Performance
Standards for the duration of the outage. If AT&T directs Supplier CSR’s to
“sign” off of the phones, Supplier shall manually track the time and invoice
back as a separate line item.


 


5.3                                 The AT&T system will be
completely down during certain after-hour times and other scheduled times
throughout the year for maintenance. 
When practical, AT&T will advise Supplier of the scheduled
maintenance at least [*] prior to the times and dates that the systems will not
be available due to maintenance.


 


5.4                                 Notwithstanding the
foregoing, in the event of a Supplier system/telecommunications outage,
Supplier shall utilize CSRs’ [*] for offline work and training for the duration
of the outage.  AT&T shall [*] for
unutilized hours for the duration of a Supplier system outage, subject to the
Vendor Incident Report as described in Exhibit A and included as billing
back-up.


 


6.              PERFORMANCE
STANDARDS:


 


6.1                                 AT&T and Supplier have
developed the standards set forth in this Order, (hereinafter “Performance
Standards”) to ensure the delivery of high quality, efficient customer
service.  Effective  on the Effective Date, Performance Standard
measurements for Sites existing on the Effective Date, shall begin the month
following the Effective Date, or for the Performance Standards related to WAVE
First Call Resolution and Total Resolved, the next full calendar
quarter. Performance Standards for Sites opening after the Effective Date
shall be applicable to Services performed from a particular Site/Program [*]
after the first Production call is taken. Performance Standards hereunder shall
be measured by Program at each Site and shall exclude calls subject to waivers
as set forth herein this Order.  Any
invoice credits owed or debits earned by Supplier shall only apply to the
Services invoiced for the particular Site/Program subject to Section 1.2
herein for which it was measured and shall be assessed, respectively to CSE
Programs Billable Hours in Production only.


 


6.2                                 Call Volume Forecasting /
Staffing.  Each month on a by
Site/Program basis, AT&T shall provide Supplier [*] written forecasts to be
used by Supplier as a guide for recruitment, planning and staffing activities.  The [*] written forecasts are as follows:


 


1.  [*] Day Outlook Forecast with the required
number of Full Time Equivalents (“FTEs”) by Site/Program for recruitment
purposes.


 


2.  [*] Day Locked Forecast with the estimated
monthly number of calls by Site/Program for planning purposes as well as
forecasted modification training for the applicable month  (“[*] Day Lock”).


 


2

















 


3.  [*] Day Forecast with daily/interval call
arrival patterns by Site/Program .


 


Supplier
shall provide FTE staffing pursuant to the mutually agreed upon [*] Day Lock
based upon the [*] Day Outlook Forecast, which will include an assumption of
the current training and nesting requirements set forth in Exhibit D.  Notwithstanding the foregoing, in the event
that AT&T requests training to extend beyond the current requirements set
forth in Exhibit D, the Parties shall address the change subject to Section 4.22
(Change Management) of the Agreement.


 


The
mutually agreed upon [*] Day Lock represents a commitment by AT&T and
Supplier with respect to staffing levels. 
Once the [*] Day Lock is agreed to, AT&T agrees to compensate
Supplier for the Billable Hours incurred for the applicable month, and it is
Supplier’s responsibility to staff to the [*] Day Lock as mutually agreed
upon.  In cases where Supplier has duplicate
Programs across Sites, AT&T and Supplier shall mutually agree upon volume
changes at a Site level as long as the [*] Day Lock remains unchanged.  In the event that actual volumes are less
than the [*] Day Lock, Supplier shall use reasonable efforts to ensure
productive utilization of  CSRs by
offering voluntary go home (“VGH”), internal training, etc.


 


Each
[*] Day Forecast will be prepared on a Site/Program basis in [*] intervals and
will include estimated call volumes, estimated average handle times, estimated
required FTE, shrinkage percentages and, when available, any other information
which would be relevant for Supplier in providing the Services.


 


Both
AT&T and Supplier will need to agree upon the volume forecasts and related
staffing when the [*] Day Lock represents +/- [*]% change from the previous [*]
Day Outlook Forecast, as it may require additional new hire training.  The Parties shall mutually agree upon
adjusted staffing for the modified forecast volumes pursuant to Section 4.22
(Change Management) of the Agreement.  
Notwithstanding the foregoing, in the event a Site requires a reduction
of more than [*] CSRs, Supplier shall have [*] days from receipt of written
notice, or the minimum number of days required to maintain compliance with the
laws applicable in the affected Site’s location, to comply with the AT&T
provided forecast.


 


a)                                      The Performance
Standards outlined here in this Order may be changed by AT&T upon [*] days
written notice to Supplier per the procedure outlined in Section 4.22
(Change Management) of the Agreement.


 


b)                                     Notwithstanding
the foregoing, Supplier shall be waived for Performance Standards in breach
and/or AT&T invoice credits under this Order or the Agreement to the extent
caused by AT&T or if actual call volume for such Program exceeds the [*]
Day Lock for such Site/Program by more than [*] or as otherwise set forth in
this Order or the Agreement.


 


c)                                      Failure to meet
the same Performance Standard at the same Site/Program for [*] consecutive
months shall be considered a breach of this Order and may be subject to Section 3.4
(Cancellation and Termination) of the Agreement unless otherwise waived in
accordance with the terms and conditions set forth herein.


 


d)                                     Supplier shall
provide at least [*] of the staffing pursuant to the [*] Day Lock and in any
case shall use reasonable efforts to achieve [*] of the staffing pursuant to
the [*] Day Lock, and AT&T shall provide at least [*] of the Billable Hours
pursuant to the [*] Day Lock.  If
Supplier fails to staff at least [*] of the [*] Day Lock and the shortage
materially impacts AT&T’s ability to provide services to its customers,
Supplier failure will be considered a breach of this Order and may be subject
to Section 3.4 (Cancellation and Termination) of the Agreement unless
otherwise waived in accordance with the terms and conditions set forth herein.


 


3

















 


At
the request of AT&T, Supplier shall provide a corrective action plan for
such breach.


 


Post
shrink “in-seat” requirements and overtime: 
Post shrink “in-seat” requirements shall be provided by AT&T to
Supplier in the [*] Day Lock file (labeled: “[*] Day active FTE committed” in
the [*] Day Lock file).  The Parties
shall mutually agree upon these requirements. 
If Supplier actual in-seat FTEs are below agreed upon in-seat, based on
the [*]-day lock (hereinafter “FTE In-Seat Shortage”), Supplier shall use
reasonable efforts to solicit and fund overtime to meet the in-seat
requirements where shortages exists. 
AT&T may request and fund overtime for in-seat FTE hours that are in
excess of the [*] Day Lock commitments but this must be approved in advance by
AT&T.  Supplier will be excused from
funding overtime in excess of the [*] Day Lock commitment.


 


e)                                      Supplier shall
be excused from Performance Standards and/or AT&T invoice credits under
this Order in the event the Parties determine that the components and/or
assumptions used to determine the [*] Day Lock are inaccurate resulting in
Supplier failing to meet Performance Standards. 
The parties will mutually agree upon which component and/or assumption
is inaccurate, will correct and re-run current and future forecasts utilizing
the corrected components and/or assumptions. 
Variable assumptions and/or components include, but shall not be limited
to call volume, AHT assumption, occupancy, and modification/upgrade training
hours.


 


6.3                                 Customer Service Experience (“CSE”)
Standards:  The following Performance Standards shall be
measured on a Site basis and shall apply to the CSE Program only, and shall be
subject to material default and the applicable AT&T invoice credit,
Supplier earned debit to AT&T’s invoice credit, or Bonus set forth
herein.  Notwithstanding the foregoing,
AT&T may request that additional Programs be subject to the Performance
Standards subject to Section 4.22 (Change Management) of the
Agreement.   All results will be rounded
to the nearest whole number percentage. 
New sites will be subject to these Performance Standards [*] months
after the first call received in Production. Converted sites (Sites subject to
Conversion training as described in Exhibit B herein) will be measured [*]
months after the first call received in Production.


 


6.3.1                        First Call Resolution Rate (“FCR”): FCR WAVE will
be measured quarterly by Site and shall be ranked against Like Sites’ national
average, contingent up a sample size of at least [*] per Site.  Sample sizes of less than [*] shall be
excluded from the quarterly measurement. 
AT&T or AT&T vendor sites with samples sites of less than [*]
shall not be included in the stack ranking. 
FCR shall be waived in the event Supplier’ results  are within the top [*] of stacked ranking or
better, measured by region, regardless if Supplier results fall within the [*]
or [*] quartile when measured against the national average for overall Like
Sites.


 


Example:


 


Assumptions:


	
  Overall
  Like Sites national average results:

  	
   

  	
  [*]%

  
	
  Results
  for top [*] of Like Sites measured by region:

  	
   

  	
  [*]%-[*]%

  
	
  Supplier
  results:

  	
   

  	
  [*]%

  



 


Supplier
results within the top [*] of the results measured by region.  FCR Performance Standard and associated
AT&T invoice credit is waived.


 


4

















 


AT&T
invoice credits and Supplier earned offset debits will be applied at the end of
the quarter, by Site/Program.  The
AT&T invoice credits and Supplier earned offset debits will be applied in
the following fashion based on FCR scores:


 


	
  below
  [*]% of Like Sites

  	
   

  	
  [*]%
  AT&T invoice credit

  
	
  [*]-[*]%
  of Like Sites

  	
   

  	
  [*]%
  AT&T invoice credit

  
	
  [*]-[*]%
  of Like Sites

  	
   

  	
  [*]%
  Supplier earned offset debit

  
	
  [*]%+
  of Like Sites

  	
   

  	
  [*]%
  Supplier earned offset debit

  



 


Note:
Earned offset debits are not bonus opportunities and can only be used to offset
credits within the same Site and quarter. 
Earned offset debits cannot exceed total credits for the Site.


 


A
[*] bonus may apply on a per Site basis if the FCR stretch target is achieved
in any quarter (“Bonus”) and the minimum TR goal is met ([*]% in 2010). The
stretch target for First Call Resolution is [*] or better for 2010.  The stretch target will be adjusted annually
based on current year goals.  The minimum
2010 FCR goal is [*].  The Bonus shall be
calculated as follows:  (1) the
quarterly invoice credit(s)/debit(s) shall be calculated (“Offset Result”),
then (2) the Bonus shall be applied to the Offset Result.


 


6.3.2                        Total Resolved (“TR”): will be
measured quarterly by Site and ranked against Like Sites’ national average,
contingent up a sample size of at least [*] per Site.  Sample sizes of less than [*] shall be
excluded from the quarterly measurement.  
TR shall be waived in the event Supplier’s results are within the top
[*] of stacked ranking or better, measured by region, regardless if Supplier
results fall within the [*] or [*] quartile when measured against the national
average for overall Like Sites.


 


Example:


 


Assumptions:


	
  Overall
  Like Sites national average results:

  	
   

  	
  [*]%

  
	
  Results
  for top [*] of Like Sites measured by region:

  	
   

  	
  [*]%-[*]%

  
	
  Supplier
  results:

  	
   

  	
  [*]%

  



 


Supplier
results within the top [*] of the results measured by region.  TR Performance Standard and associated
AT&T invoice credit is waived.


 


AT&T
invoice credits and Supplier earned offset debits will be applied at the end of
the quarter, by Site/Program. The AT&T invoice credits and Supplier earned
offset debits will be applied in the following fashion based on TR scores:


 


	
  below
  [*]% of Like Sites

  	
   

  	
  [*]%
  AT&T invoice credit

  
	
  [*]-[*]%
  of Like Sites

  	
   

  	
  [*]%
  AT&T invoice credit

  
	
  [*]-[*]%
  of Like Sites

  	
   

  	
  [*]%
  Supplier earned offset debit

  
	
  [*]%+
  of Like Sites

  	
   

  	
  [*]%
  Supplier earned offset debit

  



 


Note:
Earned offset debits are not bonus opportunities and can only be used to offset
credits within the same Site and quarter. 
Earned offset debits cannot exceed total credits for the Site.


 


A
[*] bonus may apply on a per Site basis if the TR stretch target is achieved in
any quarter (“Bonus”).  The stretch
target for TR is [*] or better in 2010. 
The stretch target will be adjusted annually based on current year
goals.  The minimum 2010 TR goal is
[*]%.  The 


 


5

















 


Bonus
shall be calculated as follows:  (1) the
quarterly invoice credit(s)/debits(s) shall be calculated (“Offset Result”),
then (2) the Bonus shall be applied to the Offset Result.


 


6.3.3                        Occupancy Rate Target of
[*]-[*]%: The Occupancy Rate will be measured monthly,
excluding CSE Program After Hours Queue  (After Hours Queue is defined as those hours used to
support Customers when normal CSE queues have closed),  and shall be determined by subtracting total idle (waiting
to serve) time from total logged in time and dividing the difference by total
logged in time. If Supplier fails to meet the Occupancy performance standard
and the monthly call volume is less than [*]% of the [*]- Day lock then the
AT&T invoice credit will be waived. The AT&T invoice credits and
Supplier earned bonus will be applied in the following fashion based on
Occupancy Rate scores:


 


	
  below
  [*]%

  	
   

  	
  [*]%
  AT&T invoice credit

  



 


A
bonus may apply as follows on a per Site basis if the Occupancy stretch target
is achieved for any quarter (“Bonus”). The stretch target for Occupancy is [*]
or better in 2010. The stretch target will be adjusted annually on current year
goals.


 


	
  [*]%
  plus

  	
   

  	
  [*]%
  Supplier earned bonus

  
	
  above
  [*]%

  	
   

  	
  [*]%
  Supplier earned bonus

  



 


The Bonus shall be
calculated as follows: (1) the quarterly invoice credit(s) shall be
calculated (“Offset Result”), then (2) the Bonus shall be applied to the
Offset Result.  Notwithstanding the
foregoing, Supplier may earn a Bonus for Occupancy Performance if it meets or
exceeds the post shrink in-seat requirements (active [*] day committed)
mutually agreed upon in the [*] Day Lock.


 


6.3.4                        Availability % (“Availability”)
Target of [*]%: The measurement for Availability will be measured
monthly and shall be calculated as follows based on AT&T SRS standard:  subtract hold time from the sum of talk time
and wait time and divide the result by logged-in time.  In the event Supplier’s business process for
calculating Availability (i.e., use of telephony system for tracking offline or
development time) differs from the AT&T SRS standard, the Parties shall
agree in writing to an alternate calculation provided however that such
calculation meets the intent of measuring Availability. The AT&T invoice credits
will be applied in the following fashion based on Availability results (all
results should be rounded to the nearest percentage):


 


	
  For
  Sites with an Availability score lower than [*]%:

  	
   

  	
  [*]%
  AT&T invoice credit shall apply

  
	
  Sites
  with an Availability score of [*]% or greater:

  	
   

  	
  [*]%
  Supplier earned offset debit of

  



 


6.3.5                        Average Handle Time (“AHT”): The AHT
target shall be measured monthly by Site/Program shall be the current calendar
month AHT average of all Like Sites per region, plus [*] (“AHT Target”).  Change management procedures set forth in Section 4.22
(Change Management) of the Agreement will be invoked if AHT targets need to
change.  The AT&T invoice credits will be applied in the following
fashion:


 


	
  above
  AHT Target

  	
   

  	
  [*]%
  AT&T invoice credit

  



 


6
















 


7.              CAP


 


The
resulting AT&T invoice credits and Supplier earned offset debits and
Bonuses for the applicable CSE and Prepaid Care Programs Performance Standards
set forth in Section 6 will only be applied to the applicable Site’s CSE
and Prepaid Care Program Billable Hours. 
The total AT&T invoice credit for all Performance Standards in
aggregate in any month cannot exceed a maximum of [*] per Site invoice.  The total Supplier earned offset debits
against AT&T invoice credits for all Performance Standards in aggregate in
any month cannot exceed a maximum of [*] per Site invoice.  Supplier earned offset debits can only be
used to offset AT&T invoice credits within the same Site during the same
month and are not a bonus opportunity. 
Notwithstanding the foregoing, Supplier may earn a [*] Bonus per quarter
upon attainment of both FCR and TR stretch targets as well as an additional [*]
Bonus per quarter for Occupancy (maximum [*]% Bonus in total).


 


8.              PERFORMANCE
STANDARDS WAIVERS


 


8.1                                 In addition to any other waivers
set forth herein this Order, Supplier shall be excused for failures to meet any
Performance Standard and shall not be in breach of this Order if such failure
is caused by: a) AT&T; and/or b) third parties (hired or contracted) to
provide system applications and/or system application services to or for
AT&T (including carriers) (a and b collectively referred to as “AT&T/Service
Provider”) including without limitation acts or omissions of AT&T/Service
Provider.


 


8.2                                 Notwithstanding anything to
the contrary herein, in addition to waivers set forth herein this Order,
AT&T may choose to waive Performance Standards and applicable penalties at
its sole discretion.  AT&T must
invoke this option in writing within [*] days of a missed Performance Standard.


 


9.              PRICE


 


9.1                                 Services shall be
compensated by AT&T to Supplier pursuant to the rates and charges detailed
in Exhibit B which is attached hereto and fully incorporated herein by
this reference.  Such rates and charges
do not include all applicable taxes.


 


10.       CANCELLATION
AND TERMINATION


 


a.               AT&T may
Terminate this Order for convenience with at least [*] days prior written
notice to Supplier. Supplier shall have the minimum number of days required to
maintain compliance with the laws applicable in the affected Site’s location,
from receipt of written notice.


 


b.              In addition to
all other rights or remedies provided for in this Order or by law, either Party
may immediately Cancel this Order if:  (1) the
other Party becomes insolvent or makes a general assignment for the benefit of
creditors; (2) the other Party admits in writing the inability to pay
debts as they mature; (3) Any court appoints a trustee or receiver with
respect to the other Party or any substantial part of the other Party’s assets;
or (4) An action is taken by or against other Party under any bankruptcy
or insolvency laws or laws relating to the relief of debtors, including the
Federal Bankruptcy Act.


 


11.       DISPUTE
RESOLUTION


 


Either Party may give the
other Party written notice of any dispute not resolved in the normal course of
business.  The Parties will attempt in
good faith to promptly resolve any issue, dispute, or controversy arising out
of or relating to this Order promptly by negotiation between the managers set
forth below.   Within ten (10) days
after delivery of such notice, representatives of both Parties will meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, to exchange relevant information and to attempt to resolve the
dispute within the time frames here:


 


7

















 


	
   

  	
   

  	
  AT&T

  	
   

  	
  Supplier

  
	
  Within [*] days

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Within [*] days

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Within [*] days

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


If any dispute is not
resolved in accordance with this process after [*] days, the Parties will
escalate to the respective executive levels. 
Both Parties agree to continue performance during the negotiation period
set forth in this section of the Order.


 


12.       SPECIAL
CONSIDERATIONS


 


12.1                           Definitions


 


12.1.1                  “Billable
Hour” is defined as the time between the time when a CSR clocks into and
clocks out of Supplier’ time keeping system for the purpose of performing
agreed upon work for AT&T.  The
Billable Hour includes time for Paid Breaks, as well as actual time spent by a
CSR for coaching and development, team meetings and huddles, and continuing
education training, subject to the provisions in Section 12.5 of this
Order.  The Billable Hour does not
include lunches, sick time, vacations, or Supplier-sponsored events such as non-AT&T
focus groups and non-AT&T development.


 


12.1.2                  “Full Time Equivalent” (“FTE”)
shall mean [*] hours of scheduled time per week.


 


12.1.3                  “Growth” means a
number of FTE by Site that are incremental to the Historical FTE Peak.


 


12.1.4                  “Historical FTE Peak”
means the largest count of FTE by Site starting from the time Supplier began
performing Services at such Site.


 


12.1.5                  “Like Sites”
means those locations, both insourced and outsourced, supporting the same
programs as set forth in Section 1.1.


 


12.1.6                  “Overtime” means  production
hours invoiced at a premium rate, as defined in Exhibit B, will be applied
whenever an agent works in addition to their normal scheduled hours during a
time additional staffing has been requested by AT&T. This is contingent on
Supplier meeting their daily FTE commitment based on the [*]-Day lock.


 


12.1.7                  “Paid Break” is not the actual time that
a CSR is recorded in such state on the switch but rather a calculated measure
based on Production time not sign on time. Paid Break will be calculated at [*]
per Production hour (including outbound and billable idle).


 


12.1.8                  “Production” is defined as the mode when
CSRs, after successfully completing the proscribed classroom new hire training,
are handling live calls from AT&T customers.


 


12.1.9                  “Shrink” means  the
difference between scheduled FTE and actual on-phone FTE, (i.e. absenteeism and
preplanned off-phone time) excluding outbound.


 


8

















 


12.2                           Supplier Responsibilities


 


a.               Except as otherwise
set forth in this Order or the Agreement, Supplier shall be responsible for
providing all Supplier personnel, facilities, technology, services and
materials necessary to perform the Services in accordance with the terms and
conditions set forth in this Order.


 


b.              As of the
Effective Date of this Order, Supplier shall provide the necessary voice and
data infrastructure and PCs based on current requirements (or thin client
applications in lieu of PCs) at Supplier’s Site(s) from the point of
demarcation within Supplier’s data center(s) for voice and data
communications in accordance with Exhibit G (Technology Requirements) at
Supplier’s sole expense.  The point of
demarcation is the point where AT&T-owned circuits/equipment end and
Supplier-owned circuits/equipment begin. 
AT&T will provide any intelligent call management (ICM) routing and
screen-pop equipment as required; or, alternatively Supplier will provide ICM
and screen-pop equipment.  Supplier’s PCs
shall reside on the Supplier network and access AT&T’s systems via web,
Citrix, or other thin client connectivity.


 


12.3                           CSR to Supervisor Ratio


 


Supplier
shall adhere to a CSR to Supervisor ratio of 15:1.


 


12.4                           Background Checks and Drug
Screens


 


Supplier
shall conduct background checks (including drug screens) in accordance with the
terms and conditions of the Agreement for all new hire CSRs.


 


12.5                           Training


 


a.               Training costs
shall be billed as listed under Exhibit B.


 


b.              Initial new
hire training:  Supplier shall provide
training pursuant to Exhibit D attached hereto, to Supplier’s CSRs in
accordance with AT&T provided training materials, and all retraining,
ongoing soft-skills training, and customer service training at the rates set
forth in Exhibit B, in order to perform the Services described in this
Order.  If mutually agreed between the
Parties subject to Section 4.22 (Change Management) of the Agreement,
AT&T may provide AT&T trainers for initial train-the-trainer training
programs.


 


c.               AT&T may
request to extend the duration of initial Program training subject to Section 4.22
(Change Management) of the Agreement.


 


d.              Supplier shall
provide up to [*] hours of continuing education training (“CE Training”) per
CSR per month at no additional charge to AT&T.  The use of CE Training hours must be preapproved
by AT&T in writing.  CE Training
hours may be used for, but not limited to, 
technical training, program updates, changes to programs, software and
system updates and/or changes, scripting changes, or other topics related to
the WO and the Services provided hereunder.  
ADDITIONAL TRAINING FOR PERFORMANCE ISSUES SHALL BE FREE OF CHARGE TO
AT&T AND SHALL NOT COUNT TOWARD THE CE TRAINING HOURS. Supplier must staff
appropriately in order to complete the [*] hours/training/CSR/month.


 


e.               In the event CE
Training above [*] hours per month per CSR is required by AT&T, AT&T
shall be charged the CE Training rate in Exhibit B, unless otherwise
mutually agreed.


 


9

















 


f.                 If this Order
is amended to add new or different AT&T Program(s) and such Programs
require CSR conversion training (“Conversion Training”) AT&T will be
charged the Conversion Training rate in Exhibit B, unless otherwise
mutually agreed.


 


g.              If Supplier
provides Services in support of multiple AT&T Programs pursuant to this
Order, Supplier may cross train CSRs between Programs.  Such training shall be delivered at no cost
to AT&T.  Supplier’s plan for cross
training, if any, shall be shared with AT&T.


 


h.              At Suppliers
expense, new trainers shall:


i.             Attend a [*]
PRT (Program Ready Trainer) call.


ii.          Complete [*] of classroom performance training.


iii.       Attend [*] certification course to prepare new
trainers for delivering AT&T curriculum to New Hires.


iv.      Co-facilitate one New Hire training class with a certified
trainer for a minimum of [*] weeks.


 


AT&T
may at its sole discretion choose to pay for Supplier’s travel related expenses
directly related to new trainers participation in subsection iii above,
provided however that Supplier secures AT&T prior written approval for such
expenses and such new trainer successfully completes the certification course.


 


12.6                           Quality Assessment


 


Supplier
shall provide enough Quality Assessment (“QA”) to CSRs to meet the average
number of observations monthly.  Each CSR
is monitored an average of [*] scored evaluations per month by QA and
Production staff/personnel collectively and other informal evaluations as
agreed upon by the parties based upon individual CSR performance.  Supervisors shall use reasonable efforts to
provide feedback for the assessments that they conduct by the end of
shift.  Using reasonable efforts, QA
assessments will be coached within shift with failing assessments specifically
flagged to the Supervisors and coached within [*] minutes of delivery to the
Supervisor.  Agents needing improvement
will receive additional evaluations via various methods (side by side,
additional monitoring, remote monitoring, double jacking, etc).  QA agents will shadow CSRs while on the call
without the CSR being aware they are being monitored.  Calibration sessions between Supplier QA
agents, Supplier supervisors and AT&T representatives will be held
bi-weekly to ensure scoring and feedback to CSRs is consistent.  If Supplier fails to meet performance
criteria described in this Section, Supplier will be advised of such
deficiencies and Supplier will have [*] days to bring performance back to
objective’s standards.  AT&T and
Supplier may mutually agree to modify the standards upon written agreement
signed by both Parties.


 


12.7                           Offshore Work Permitted
Under Special Conditions


 


a)              [*], the physical location
where the work is to be performed; the Services to be performed at such
location; and, if applicable, the identity of any Subcontractor performing such
work, shall be specifically set forth in this Order.  Prior to making any additions or deletions to
the physical locations or changes in Subcontractors performing work at an
Offshore Location the Parties shall amend this Order.  A change in the location where a Service is
performed from one Offshore Location to another AT&T approved Offshore
Location shall not require an amendment to this Order.  The requirements of this section shall be in
addition to Sections 3.3 (Assignment) and 4.18 (Work Done by Others) of the
Agreement.


 


10

















 


b)             [*], in which event Supplier
shall continue to perform such work at a location within the United States and
the Parties shall amend this Order accordingly.


 


c)              Supplier’s compliance with
this Section, and all Services performed in Offshore Locations with [*], shall
be subject to Section 3.31 (Records and Audits) of the Agreement.  Supplier shall provide, and shall ensure all
Subcontractors provide at no cost to AT&T, AT&T with physical access to
inspect all Offshore Locations.


 


d)             To the extent Supplier
interconnects with, or otherwise has access to, the AT&T network, Supplier
shall not access, or establish network connections that would allow access, to
the AT&T network from an Offshore Location without the prior written
consent of AT&T.


 


e)              Any Services under this
Order performed by Supplier or any subcontractor in an Offshore Location [*]
shall be a material breach of this Order and, in addition to any other legal
rights or remedies available to AT&T in law or in equity, AT&T may
immediately Cancel and/or Terminate this Order without cost, liability or
penalty to AT&T.


 


f)                [*], Supplier
shall remain fully responsible for compliance with any applicable foreign,
federal, state or local law for such Services regardless of whether the Service
is being performed by Supplier or a Subcontractor.  Nothing contained within this Agreement is
intended to extend, nor does it extend, any rights or benefits to any
Subcontractor, and no third party beneficiary right is intended or granted to
any third party hereby.


 


g)             Supplier shall
advise AT&T as early as possible prior to any change of Control of the
Supplier. AT&T may, but shall not be obligated to, terminate all or part of
the Order if, without prior consent of AT&T, through merger of acquisition
or other means, there is a change in the Control of the Supplier.  “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies by one person or entity or a group of persons or entities acting in
concert; provided, however, that the legal or beneficial ownership, directly or
indirectly, by persons or entities, including governmental entities, acting
alone or in concert, of more than thirty percent (30%) of the voting stock for
the election of directors of a party shall always be deemed Control.


 


12.8                           Location


 


Supplier
shall perform the Work at the following locations:


 


[*]


 


[*]


 


[*]


 


[*]


 


[*]


 


 


11

















 


13.       NAME OF
AFFILIATE ORDERING SERVICES


 


AT&T
Mobility LLC


 


14.       MBE/WBE/DVBE


 


Supplier
shall make good faith efforts to comply with Section 3.22 (MBE/WBE/DVBE
[and Appendices]) of the Agreement which calls for [*] goal for MBE/WBE and
DVBE participation.  In addition,
Supplier will, in good faith, endeavor to spend the following percentages of
its total AT&T spend under this Order through one or more diverse
(M/W/DVBE) suppliers:


 


	
  Year

  	
   

  	
  Supplier Target

  
	
  2010

  	
   

  	
  [*]%

  
	
  2011

  	
   

  	
  [*]%

  
	
  2012

  	
   

  	
  [*]%

  



 


In
the event this Order is extended beyond the original Term and such extension
includes all or a portion of 2013 or beyond, Supplier will, in good faith,
endeavor to spend the following percentage of its total AT&T spend under
this Order through one or more diverse (M/W/DVBE) suppliers:


 


	
  Year

  	
   

  	
  Supplier Target

  
	
  2013 &
  beyond

  	
   

  	
  [*]%

  



 


12

















 


Original signature
transmitted and received via facsimile or other electronic transmission of a
scanned document, (e.g., .pdf or similar format) are true and valid signatures
for all purposes hereunder and shall bind the Parties to the same extent as
that of an original signature.  This
Order may be executed in multiple counterparts, each of which shall be deemed
to constitute an original but all of which together shall constitute only one
document.


 


IN WITNESS WHEREOF, the Parties have caused
this Order to be executed by their duly authorized representatives:


 


	
  StarTek, Inc.

  	
   

  	
  AT&T Mobility LLC  

   

  by its authorized agent
  AT&T Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   /s/ A. Laurence
  Jones

  	
   

  	
   

  	
  By: 

  	
   /s/ Tim Harden

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name: A.
  Laurence Jones

  	
   

  	
  Printed Name: Tim
  Harden

  
	
   

  	
   

  	
   

  
	
  Title:
  President & CEO

  	
   

  	
  Title: President-Supply
  Chain & Fleet Operations

  
	
   

  	
   

  	
   

  
	
  Date: 10/27/2010

  	
   

  	
  Date: 10/20/2010

  
											



 


13
















 


Exhibit A


 


Deliverables/Specifications/Requirements


 


Deliverable Set # 1 — Reporting


 


Note: The list of reports below are required only if
requested by AT&T and may not be needed on a recurring basis.  AT&T and Supplier will work together to
determine what reports may be needed including additional reports that may not
be listed below.


 


ACD Report: Comprehensive report with
data taken directly from the switch. 
Details total calls offered, calls handled, calls abandoned, average
speed of answer, average handle time by live CSR and downtime.  Delivered to AT&T daily.


 


Agent (PAR) Report:  CSR or Personal Accountability Reports
provide queue performance statistics broken down by CSR.  Data elements include the number of ACD calls
answered, the average time spent on each ACD call, the average time spent
waiting between ACD calls, the time spend doing post-call work, the time spent
logged into the system, short calls, transfer rates, availability etc.  Delivered to AT&T daily.


 


Vendor Incident Report: Report provides a listing
of the date, time, duration and description of any system outages to Supplier
systems, root cause analysis, and preventive measures.  Delivered to AT&T when system outages
occur.


 


Call Comparison:  Compares forecasted to actual call volume and
answer performance.


 


Combined FTE:  Report provides headcount and training data,
as well as weekly attrition.  Delivered
to AT&T weekly.


 


Attrition Training:  Report provides ongoing attrition training
data, with class details (class size, dates, etc.).  Delivered to AT&T weekly.


 


Interval:  report provides one-half hour (1/2) interval
call volume data.  Delivered to AT&T
daily.


 


Invoice Detail:  Invoices will include detailed documentation
including but not limited to, for each CSR; a list of CSR names, hours logged
via the ACD, hours logged, and indicator for training or Production status.


 


Weekly
Quality Report: Weekly roll up of quality performance to
include: scores from evaluations completed by Supplier quality team,
scores from evaluations completed by Supplier leadership team (team
leads/supervisors), QA/Team Lead score variance, combined score, total
evaluations completed by QA team, total evaluations completed by Team
Leads.


 


Monthly
Quality Report Monthly roll up of quality performance to
include: scores from evaluations completed by Supplier quality team,
scores from evaluations completed by Supplier leadership team (team
leads/supervisors), QA/Team Lead score variance, combined score, total
evaluations completed by QA team, total evaluations completed by Team
Leads.


 


14

















 


Deliverable Set # 2 — Quarterly Program Reviews


·                 If requested by
AT&T, Supplier shall conduct quarterly Program reviews in person at
AT&T headquarters to cover Program highlights, overall account activity,
budget analysis, review key reports and metrics at a management level, the
incentive programs that were run and their results, and to ensure that stated
agreed upon Program objectives are being met. 
If Program objectives are not being met, Supplier shall establish an
action plan to be implemented within [*] days to achieve measurable results
within [*] days.


 


15

















 


Exhibit B


Price


 


For
Services performed under this Order, Supplier shall be compensated in
accordance with this Exhibit B and one of the applicable pricing tables
shown in the Appendices of Exhibit B attached hereto.


 


a.               Except as
otherwise stated in an Order, the total amount payable by AT&T for the
Services shall be determined by applying the stated rate of compensation to the
Services actually performed by Supplier. The Premium and Overtime Rate shall
apply if Supplier is able to and AT&T agrees to offer premium and overtime
hours (to the extent such hours are in excess of 40 hours per week per
CSR). The premium rate for Overtime shall apply if the Supplier is able to
and AT&T agrees to offer overtime hours contingent to Section 6.2 d.
of this Order. Holiday Rates shall apply based on applicable Holidays at the
Site as follows:


 


United
States Holidays: New Years Day, Thanksgiving Day, Labor Day,
Christmas Day, Memorial Day, and Independence Day.


 


Philippines
Holidays:  New Year’s
Day, Maundy Thursday,Arawng Kagitngan, Good Friday, Labor Day, Independence
Day, Ninoy Aquino Day, National Hero’s Day, Eid’l Fitr, Eid’ I Adha, All Saints
Day, Bonifacio Day, Christmas Day, Rizal Day,and New Year’s Eve (Last Day of
the Year)  Note: Philippine Holidays are
proclaimed yearly and the list above may change slightly year to year. Taking
into consideration the time zone, the holiday will follow the PHT Time Zone
(GMT +8 Hours).


 


Canadian
Holidays:  New Years
Day, Family Day, Good Friday, Victoria Day, Canada Day, Labor Day, Thanksgiving
Day, Christmas Day, and Boxing Day.


 


b.              Domestic
Inbound/Outbound telecom.  AT&T shall be client of record on the (800)
service.  Subject to AT&T’s prior written approval of usage, domestic
inbound and outbound telecom charges shall be [*].


 


c.               Postage,
shredding, express mail, printing, and courier services, trunking and circuits,
reproduction (other than reattrition training which is borne by Supplier), and
travel (Pre-approved by AT&T) will all be charged at [*].


 


d.              New Hire/Growth
training rate shall be applicable to Growth training only.  Supplier shall secure prior written approval
from AT&T before incurring Growth training costs.


 


Classroom training hours not to exceed the maximum
classroom training hours for FTE delivered into Production and sustained for [*] consecutive weeks.  From the
inception of each new-hire/growth period, the maximum classroom training hours
shall be calculated as follows: N(number of training days per week * number of
training hours per day * number of training weeks), where N = the total number
of FTEs per Site.  Example: 100*(5 * 8 *
5) = 20,000.  Supplier shall invoice
monthly based on accrued hours per month until the maximum classroom training
hours is surpassed.  Supplier shall [*] associated with any additional training after the maximum new-hire/growth
classroom training hours is surpassed.


 


e.               The
Nesting Rate will apply for the first [*] of Abay only. The remaining time a CSR is in abay will be invoiced back at
the applicable hour rate.


 


f.                 The Conversion
rate will apply for training required when CSRs are transferred from one
AT&T Program to another AT&T Program where “Conversion” training is
required.


 


g.              Billable CE
training hours shall be calculated in aggregate at Site level and not at the
employee level.  For example, if first
[*] are free to AT&T per the pricing schedules in this exhibit and 300
active FTE are in the center 


 


16

















 


for the month then there
shall be no billing of CE training to AT&T unless total such hours exceed [*] hours ([*] hrs x 300 FTE).


 


h.              Contract
Positions are billed at [*] by
Program/Site as Appendix 1 and 2 of Exhibit B.  Contract Positions are not to exceed [*] hours per week without prior approval of the AT&T Contract identified
in Section 2.1 of this Order). Ratios and position descriptions are
outlined in Exhibit F.


 


i.                  Specialty CSR’s are billed at [*] by Program/Site as Appendix 1 and 2 of Exhibit B.  Specialty CSR’s are not to exceed [*] hours per week without prior approval of the AT&T Contract identified
in 2.1 of this Order). Ratios and position descriptions are outlined in Exhibit E.


 


j.                  Clerical
Support Positions are billed at $[*] per hour for domestic sites and $[*] per hour for offshore sites (not to exceed [*] hours per week without prior approval of the AT&T contact identified
in 2.1 of this Work Order). Functions shall include, but not be limited to, the
following tasks:


·                  Login ordering,
tracking, retiring and maintenance


·                  SOX contact for
all AT&T Mobility audits


·                  Clarify
maintenance


·                  Submitting and
tracking Credits and Adjustments


·                  Sessions
Enrollments for training


·                  AT&T
Mobility University setups and retires


·                  Course
enrollments and completions


·                  Tracking and
follow through of all Office of the President requests


·                  Back up to LRP
for all AT&T Mobility reporting


·                  Distribute
and ensure follow up on feedback items (Clarify, Wave, PCS, Tier II, SOA,
Direct Fulfillment, etc.), compile results


·                  Gather
and summarize results of initiatives (PAR/SRS, migrations, etc.)


 


k.               Sales
Analyst Positions are billed at $[*] per hour for domestic sites and $[*] per hour for offshore sites (not to exceed [*] hours per week without prior approval of the AT&T contact identified
in Section 2.1 of this  Order).  The Sales Analyst handles all tracking,
trending, analyzing and summarizing of sales reporting. Duties include AT&T
requested reporting and analysis, team presentations, explaining results,
maintaining reporting back-up documents, collaboration on action plans and
sales recognition programs.


 


17

















 


Exhibit B, Appendix 1


Price


[*]


 




	
  PROGRAM NAME

  	
   

  	
  CONSUMER CUSTOMER CARE

  
	
   

  	
   

  	
   

  
	
  LOCATIONS

  	
   

  	
  [*]

  






 




	
  BILLABLE HOUR RATE for CSR’s

  (Including Contract Positions and Specialty CSR’s)

  	
   

  	
  Tenure

  	
   

  	
  Regular
  Hours

  	
   

  	
  After
  Hours and Sunday Support

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
  BILLABLE HOUR RATE for TSD/Tech Support

  (Including Contract Positions and Specialty CSR’s)

  	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  DRUG SCREEN &

  BACKGROUND CHECK

  	
   

  	
  Passed
  through at cost (Checks required as a result of attrition will be the
  responsibility of Supplier.)

  
	
   

  	
   

  	
   

  
	
  OVERTIME RATE

  	
   

  	
  [*]%
  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty
  CSR’s and Contract Positions

  
	
   

  	
   

  	
   

  
	
  HOLIDAY RATE

  	
   

  	
  [*]%
  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty
  CSR’s and Contract Positions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New
  Hire/Growth $[*]

  
	
   

  	
   

  	
  Nesting:
  $[*]

  
	
  TRAINING RATE

  	
   

  	
  Continuing
  Education Training: [*]

  
	
   

  	
   

  	
  Conversion
  Training as defined in section 12.5.e, [*]

  
	
   

  	
   

  	
  All
  Attrition: [*]

  






 


 


18

















 


Exhibit B, Appendix 2


Price


[*]


 




	
  PROGRAM NAME

  	
   

  	
  CONSUMER CUSTOMER CARE

  
	
   

  	
   

  	
   

  
	
  LOCATION

  	
   

  	
  [*]

  






 




	
  BILLABLE HOUR RATE for CSR’s

  (Including Contract Positions and Specialty CSR’s)

  	
   

  	
  Tenure

  	
   

  	
  Regular
  Hours

  	
   

  	
  After
  Hours

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
  BILLABLE HOUR RATE for TSD/Tech Support

  (Including Contract Positions and Specialty CSR’s)

  	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  DRUG SCREEN &

  BACKGROUND CHECK

  	
   

  	
  Passed
  through at cost (Checks required as a result of attrition will be the
  responsibility of Supplier.)

  
	
   

  	
   

  	
   

  
	
  OVERTIME RATE

  	
   

  	
  [*]%
  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty
  CSR’s and Contract Positions

  
	
   

  	
   

  	
   

  
	
  HOLIDAY RATE

  	
   

  	
  [*]%
  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty
  CSR’s and Contract Positions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New
  Hire/Growth $[*]

  
	
   

  	
   

  	
  Nesting:
  $[*]

  
	
  TRAINING RATE

  	
   

  	
  Continuing
  Education Training: [*]

  
	
   

  	
   

  	
  Conversion
  Training as defined in section 12.5.e, [*]

  
	
   

  	
   

  	
  All
  Attrition: [*]

  






 


 


19

















 


Exhibit B, Appendix 3


Price


[*]


 




	
  PROGRAM NAME

  	
   

  	
  CONSUMER CUSTOMER CARE

  
	
   

  	
   

  	
   

  
	
  LOCATION

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  
	
  BILLABLE HOUR RATE

  (March 1st, 2010
  —September 30th, 2010)

  Includes Contract Positions and Specialty CSR’s

  	
   

  	
  $[*]*

  
	
   

  	
   

  	
   

  
	
  BILLABLE HOUR RATE

  ( September 1st, 2010 — September 30th, 2012)

  Includes Contract Positions and Specialty CSR’s

  	
   

  	
  $[*]*

  
	
   

  	
   

  	
   

  
	
  DRUG SCREEN & BACKGROUND CHECK

  	
   

  	
  Passed
  through at cost (Checks required as a result of attrition will be the
  responsibility of Supplier.)*

  
	
   

  	
   

  	
   

  
	
  OVERTIME

  	
   

  	
  Premium
  Rate: [*]% premium above the Billable Hour Rate

  
	
   

  	
   

  	
   

  
	
  HOLIDAY RATE

  	
   

  	
  [*]%
  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty
  CSR’s and Contract Positions.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New
  Hire/Growth $[*]

  
	
   

  	
   

  	
  Nesting:
  $[*]

  
	
  TRAINING RATE

  	
   

  	
  Continuing
  Education Training: [*]

  
	
   

  	
   

  	
  Conversion
  Training as defined in section 12.5.e [*]

  
	
   

  	
   

  	
  All
  Attrition: [*]

  










*
Ramp Specific Notes


·                  AT&T will
not be charged for New Hire Training and associated Drug Screen &
Background Check for the first [*] CSRs that successfully complete New Hire
training.


·                  Any CSRs beyond
the initial [*] will be considered as growth and all costs associated with New
Hire training, Background checks and Drug Screen tests will be passed through
to AT&T.


 


20

















 


Exhibit C


Program Descriptions


 




	
  Program Name

  	
   

  	
  Program Description

  	
   

  	
  Program Projects by Sites

  Any changes to the mix of

  Program project(s) supported

  by Site shall be subject to

  Section 4.22 (Change Management) of the
  Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Customer Service Experience (“CSE”)

  	
   

  	
  Inbound
  calls from post paid consumer subscribers. Duties include the following
  account maintenance activities: billing statement questions, adjustments,
  changes to features/services, changes of billing information, customer issues
  relative to price plans, customer cancellation inquiries, adding / deleting
  promotions & features, contract inquiries and termination dates,
  rate plan changes, account updates, lost / stolen phone resolutions, cancel
  requests, promotion / plan clarification, programming phones, equipment and
  features instructions, voice mail resets, respond to coverage concerns,
  equipment (wireless cell phones and PDAs) changes, assisting with handset
  issues and upgrading equipment, migration of customers between billing
  application, completion of downtime form and offline services, escalated
  services/resolution. Clerical/User ID Services include Activities directly
  related to data entry, updating, typing, filing, creation of job aids,
  updating CSR communication web sites, maintenance of AT&T user IDs and
  such other activities as are approved by AT&T in writing.

  	
   

  	
  [*]

  






 


 


21

















 




	
  Transfer of Business Responsibility (ToBR)

   

  	
   

  	
  Inbound
  calls from post paid subscribers to change ownership and financial
  responsibility for a line/s of service from one account holder to another.
  Duties include verification of authorization, determine eligibility and
  process credit check; set expectations for deposits, contract end dates, roll
  over minutes, advise of process fee/s and send collateral. Maintenance
  activities: Process upgrades on the receiving account if eligible; provision
  new rate plans, features, services and promotions. Handle inquiries for
  billing, customer cancellations, troubleshooting and escalated
  services/resolution/appeals.

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical Support

  	
   

  	
  Primary
  point of contact for issues relating to call and data processing, roaming
  wireless network, prepaid network, provisioning and TDMA, GSM and data
  technology. Offline work to support technical services can include filing
  cases and escalating resolution, and a filter team may exist to review case
  quality before routing to Tier III network groups.

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Specialty CSR’s

  Including but not limited to Commitment
  Rep, CAF, Production RSD, ICU Caseworkers, Abay RSD, M&P Specialist
  and Abay Coach

  	
   

  	
  Services
  for unique business types including call handling for escalated customer care
  issues specific to billing, equipment, coverage and account details.

  	
   

  	
  [*]

  






 


 


22
















 


Exhibit D


 


Hours of Operations and Training Durations


 


Hours
of Operation may be amended from time to time as set forth in Section 4.22
(Change Management) of the Agreement.  
AT&T reserves the right to modify (decrease or increase) Services
Hours of Operation upon [*] calendar days written notice to Supplier.


 


	
  Program Names

  	
   

  	
  Project

  	
   

  	
  Site

  	
   

  	
  Hours of 

  Operation

  All Times 

  Listed in CST

  	
   

  	
  Maximum

  New Hire

  Training

  Days

  	
   

  	
  Maximum

  Nesting

  Days

  
	
  Customer Service Experience (“CSE”)

  	
   

  	
  Southeast
  CSE

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
  South
  Central CSE

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
  North
  Central CSE

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Technical Support

  	
   

  	
  South
  East

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
  North
  Central

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Transfer of Business Responsibility (“ToBR”)

  	
   

  	
  National

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Specialty CSRs

  	
   

  	
  Commitment
  Rep, Credit and Adjustment Rep (CAF), Production RSD, Abay RSD, Abay Coach,
  ICU Caseworker, M&P Specialist

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


28

















 


Exhibit E


 


Specialty CSR’s


Ratios and Descriptions


 


The
Parties acknowledge that Supplier shall begin providing Services related to
Specialty CSRs for any given Site only upon receipt of a Change Notice from
AT&T as described in Section 4.22 (Change Management) of the
Agreement. In addition, AT&T may terminate such Services associated with
Specialty CSR’s by delivering a Change Notice to Supplier at any time.  The Parties acknowledge that these Services
will be provided, if at all, at AT&T’s sole discretion.


 


	
  Position Name

  	
   

  	
  Required Ratio

  
	
  Commitment Rep

  	
   

  	
  [*]

  
	
  ICU Caseworker

  	
   

  	
  [*]

  
	
  CAF (Credits and Adjustments) Rep

  	
   

  	
  [*]

  
	
  Production RSD

  	
   

  	
  [*]

  
	
  Abay RSD

  	
   

  	
  [*]

  
	
  Abay Coach

  	
   

  	
  [*]

  
	
  M&P Specialist

  	
   

  	
  [*]

  



 


Specialty CSR Descriptions


 


a)             Commitment Rep


 


A Commitment Rep makes outbound
customer care calls in response to commitments set by customer care.  The purpose is to follow up with the customer
at a later time to test resolutions and/or provide resolutions for issues such
as equipment ordering, troubleshooting and bill reviews.


 


b)             ICU Caseworker


 


An ICU Caseworker identifies solutions to unresolved
customer needs and global affecting issues. They partner with resources in all
departments to determine the best possible course of action, educate agents in
huddles, provide feedback/coaching opportunities and create trending reports.


 


c)              Credits and Adjustments Rep


 


A Credits and Adjustments Rep monitors/researches and
tracks the approval of all credits and adjustment forms that exceed inbound
care CSRs Schedule of Authorization’s.


 


d)             Production RSD


 


A Production RSD is a CSR who
walk the call center floor providing assistance to call taking CSRs by guiding
them on how/where to find answers, appropriate tool usage and
policies/procedures.  Interactions are
tracked in order to identify trends and educational opportunities. This
position also requires a minimum amount of time taking inbound calls to keep up
their skills.


 


e)              Abay Coach


 


A Nesting Coach is a non-call
taking support CSR who partners closely with Nesting supervisors to develop
newly hired CSRs and facilitate team meetings. 
Duties include reviewing performance metrics, creating SMART coaching
plans and live call monitoring.


 


29

















 


f)               Abay RSD


 


A Nesting RSD is a non-call taking support CSR who walk
the Site floor providing assistance to call taking CSRs by guiding them on
how/where to find answers, appropriate tool usage and policies/procedures.  Interactions are tracked in order to identify
trends and educational opportunities. 
Resources are monitored in real time to improve efficiencies.


 


g)             M&P Specialist


 


An
M&P Specialist handles functions of a Site by tracking, compiling,
summarizing and distributing information for tasks involving quality and
performance management.  Other duties include but are not limited to, audits,
Clarify maintenance and application troubleshooting, high level
credits/adjustments, creating center communications and various special
projects.


 


30

















 


Exhibit F


 


Contract Positions Descriptions


 


The
Parties acknowledge that Supplier shall begin providing Services related to a
Contract Position for any given Site only upon receipt of a Change Notice from
AT&T as described in Section 4.22 (Change Management) of the
Agreement. In addition, AT&T may terminate such Services associated with
Contract Positions by delivering a Change Notice to Supplier at any time.  The Parties acknowledge that these Services
will be provided, if at all, at AT&T’s sole discretion.


 


Contract
Position Descriptions


 


a.              Quality Champion


 


A Quality Champion interacts with all departments to
coordinate quality assurance training, analyze reporting and to create
effective action plans. Duties include tracking, trending, researching and
identifying/removing obstacles; creating job aids, speaking in huddles and
communicating effectively with AT&T.


 


b.              Sales Champion


 


A Sales Champion interacts with all departments to
communicate sales goals.  Duties include
motivating employees, troubleshooting performance issues, providing effective
coaching, creating job aids and posting performance results.


 


c.               ICU Lead


 


Manages the urgent case process within the Site. Duties
include tracking, trending, researching and identifying/removing obstacles,
case assignment and performance review to ICU Caseworkers when applicable.


 


31

















 


Exhibit G


 


Technology Requirements


 


1.1                   Desktop


 


Whereas
AT&T Vendor Management will deliver to Supplier, an updated AT&T
Desktop Configuration Checklist where Supplier shall provide and support
desktop hardware and software in compliance with the AT&T Desktop
Configuration Checklist, Supplier shall only be required to refresh desktop
hardware every three (3) years to ensure optimal performance is maintained
for AT&T applications.


 


1.2                   Voice
Network/Telephony


 


Supplier
shall provide Local Exchange Carrier (LEC) circuits to support outbound
calling, including transferred calls. 
The quantity and configuration of the circuits required varies and
AT&T and Supplier, through mutual agreement will determine any
configuration changes and/or augmentations. 
All Supplier-provided LEC circuits shall be installed in accordance with
AT&T standard architecture requirements.


 


Supplier
is required to provide a United States point of presence for circuit
termination.   Supplier shall provide no
higher than a [*] round trip time with voice over ip transport technology to
maintain acceptable call quality to meet the AT&T customer satisfaction
measures.


 


The
maximum number of CSRs per Intelligent Call Management Peripheral Gateway (ICM
PG) pair is based upon maximum concurrent CSRs. 
AT&T’s standard architecture requirements allows a maximum of one
thousand five hundred (1,500) concurrent CSRs per ICM PG pair.  AT&T, at its sole discretion, may specify
changes to this allowable limit. 
Supplier shall provide additional facilities (space, power, network,
telephony hardware and software) as required to support this limit in
accordance with the AT&T standard architecture requirements.


 


Supplier
will provide disaster recovery for and geographic redundancy of its Automatic
Call Distributor (ACD) in accordance with AT&T standard architecture
requirements.


 


1.3                   Data
Network


 


Supplier
shall provide a continental United States point of presence for network
connectivity to AT&T. The network design for connectivity between the two
entities shall comply with AT&T Standard Architecture Requirements.
Supplier utilizes Business-to-Business (B2B) VPN to interconnect to AT&T,
Supplier shall be responsible for Supplier’s internet service


 


Supplier-to-Supplier
(non-ATT) traffic is not permitted. 
AT&T shall not be used as a transit network.


 


Supplier
shall provide geographic network redundancy to mutually agreed upon AT&T
Perimeter infrastructures designed to provide business to business connectivity
if redundant connectivity is necessary.


 


AT&T
will support a maximum of [*] business-to-business connections (excludes CLEC
connections).  Supplier agrees to
consolidate multiple connections into [*]connections, [*].  AT&T recommends Supplier’s use of Border
Gateway Protocol (BGP) to control routing over primary and backup
connections.  Both connections shall
route identical address space. Only the primary connection passes traffic.  In the event the primary connection fails,
traffic shall be dynamically routed to the backup connection.  Each of the two connections shall have enough
capacity to handle all traffic.


 


Registered
address space is required for all connections. 
It is the Supplier’s responsibility to NAT (“Network Address Translation”)
private address space to registered address space.  A user-to-NAT ratio of 35:1 is recommended to
avoid latency issues. (Example: 35 users per NAT’d IP; 200 users would require
6 NAT’d IP addresses).


 


32

















 


Supplier
is required to manage and support latency within Supplier’s network and shall
provide no higher than a [*] to the point of presence; values higher than this
that impact performance due to latency in the Supplier’s network shall be the
responsibility of Supplier to correct.


 


Supplier
shall notify AT&T in advance of implementing Supplier network changes
impacting Supplier connectivity with AT&T networks including but not
limited to topology or technology changes and office relocations within the
Supplier network.


 


Supplier
shall be responsible for monitoring Supplier’s network performance and capacity
to ensure such performance and capacity support Supplier’s performance
obligations under this Order.


 


1.4                   Application
Monitoring and Tools


 


Suppliers
shall provide one (1) personal computer at each Site that will be used as
a “Tools and Monitoring Machine”. 
Supplier shall promptly respond to tools and monitoring alerts delivered
to Supplier by AT&T.   In the event
such Tools and Monitoring Machine stops reporting, Supplier shall immediately
reactivate that machine and resume reporting within [*] hours of alert
notification.


 


33