Filed by Bowne Pure Compliance





Exhibit 10.9









May 23, 2008




Mr. A. Laurence Jones

840 Sixth Street

Boulder, CO 80302




Dear Larry:



StarTek, Inc. (“Company”) proposes to amend, as set forth below, the employment agreement
entered into effective January 5, 2007 between you (“Executive”) and the Company, as previously
amended, that states the terms and conditions of your employment with Company (“Agreement”). If
you agree to the amendments proposed below, please initial the bottom of each page, sign at the end
of this letter in the spaces indicated, and return a fully signed copy. Such amendments would be
effective on the date that you do so.



1. Revise Section 4(b) to read as follows:




(b) Annual Incentive Bonus. Executive shall be eligible to participate in
Company’s annual Incentive Bonus Plan with a bonus potential of 100% of Base Salary at 100%
target attainment (the “Bonus Potential”) pursuant to the terms, conditions and limitations
set forth therein and subject to achievement of performance criteria and satisfaction of
terms established by the Compensation Committee after consultation with Executive. Any
annual incentive bonus shall be paid to Executive at the same time as incentive awards for
such fiscal year are paid to other executives of the Company, subject to any delay required
by Section 409A of the Internal Revenue Code to avoid adverse tax consequences.



2. Revise Section 5(b) to read as follows:




(b) For purposes of this Agreement, “Restrictive Period” shall mean: (A) 24
consecutive months from and after the date of termination of Executive’s employment if
Executive’s employment is terminated for a reason other than a reason set forth in Section
10(a) below, and (B) 24 consecutive months from and after the date of termination of
Executive’s employment if Executive’s employment is terminated for a reason set forth in
Section 10(a) below.


 


 









 





3. Revise Section 4(c) to read as follows:




(c) Stock Options. To the extent that Company has or may grant Executive
options to purchase shares of Company common stock (“Options”), the vesting schedule,
including without limitation, any acceleration upon change-in-control, and all other terms,
conditions and limitations of such Options will be those set forth in the stock option plan
pursuant to which such Options were granted, Option grant notices, and Option agreements
approved by the Board of Directors and entered into by Executive.



4. Revise Section 10(a) to read as follows:




(a) If Executive’s employment with the Company is terminated by the Company without
Cause or Executive resigns for Good Reason, the Company shall, in addition to paying
Executive his then current base salary earned through the Termination Date and subject to
the conditions set forth in Section 10(g), pay to Executive:




	 	(i)	 	the equivalent of twenty-four (24) months of Executive’s annual
Base Salary as in effect immediately prior to the Termination Date, payable on
the same basis and at the same time as previously paid, commencing on the first
regularly scheduled pay date following the effective date of the release
mentioned in Section 10(g);

	 
	 	(ii)	 	a lump sum amount equal to two times Executive’s Bonus
Potential;

	 
	 	(iii)	 	annual bonus for the year during which termination occurs,
pro-rated for time and performance as judged by the Chairman of the
Compensation Committee of the Company’s Board of Directors; and

	 
	 	(iv)	 	(A) if Executive elects to continue for himself and his
eligible dependents health insurance coverage following the Termination Date,
pay the employer’s share of such coverage, at the same level of coverage that
was in effect as of the Termination Date, for a period of 24 consecutive months
after the Termination Date or until Executive has become eligible for health
coverage through another employer, which ever occurs first; or (B) if as of the
Termination Date, Executive has, pursuant to the last sentence of Section 4(e)
above, waived coverage for himself and his dependents under the Company’s group
health plan, pay to Executive the employer’s share of the premiums for the
coverage that he waived for 24 consecutive months after the Termination Date or
until Executive has become eligible for health coverage through another
employer, which ever occurs first.







Executive hereby agrees to promptly notify Company if Executive becomes eligible to be
covered by group health insurance.



Except as set forth above, the Agreement continues in full force and effect according to its terms.



If you have any questions, please do not hesitate to call me at your earliest convenience.


 


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	StarTek, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Albert Yates	 	 
	 

	 	 	 	 
	 

	 	Albert Yates, Chairman	 	 
	 

	 	Compensation Committee	 	 
	 

	 	Board of Directors	 	 






I have read this proposal and I understand and I accept its terms.



	 	 	 
	A. Laurence Jones

	 	 
	 	 	 
	A. Laurence Jones
	 	 
	 
	 	 
	Date: 5/23/08
	 	 







 


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