exv10w79



 






Exhibit 10.79




STARTEK, INC.

OPTION AGREEMENT




Date of Grant:                               , 2007



THIS OPTION AGREEMENT (this “Agreement”), dated as of the date of grant first stated above (the “Date
of Grant”), is delivered by StarTek, Inc., a Delaware corporation (the “Company”), to A. Laurence Jones
(the “Participant”), who is an employee of the Company or one of its Designated Subsidiaries.



Recitals




A. The Board of Directors of the Company (the “Board”) has adopted, with stockholder approval, the
StarTek, Inc. Stock Option Plan (the “Plan”).



B. The Plan provides for the granting of incentive stock options (each an “ISO”) and nonqualified stock
options (each a “NSO”) by a committee to be appointed by the Board (the “Committee”) to key employees
of the Company or any subsidiary of the Company to purchase, or to exercise certain rights with respect to, shares of
the common stock of the Company, par value $0.01 per share, in accordance with the terms and provisions thereof.



C. Participant and the Company have entered into that certain Employment Agreement, dated as of January 5, 2007,
by and between the Company and Participant (the “Employment Agreement”), pursuant to which the Company has
agreed to grant to Participant the stock options set forth herein, subject to the terms and conditions hereof.



Agreement




NOW, THEREFORE, the parties hereby agree as follows:



1. Definitions. Except as expressly indicated herein, defined terms used in this Agreement shall have the
meanings set forth in the Plan.



2. Grant of Option. Subject to the terms and conditions hereinafter set forth, the Company, with the approval and
at the direction of the Committee, hereby grants to the Participant, as of the Date of Grant, an option to purchase up
to 400,000 shares of Common Stock at a price of $    per share, the Fair Market Value of the Common Stock as of the
Date of Grant. Such option is hereinafter referred to as the “Option” and the shares of Common Stock
purchasable upon exercise of the Option are hereinafter sometimes referred to as the “Option Shares”. The
Option is intended by the parties hereto to be, and shall be treated as, an ISO to the extent permissible under Section
422 of the Code and a NSO to the extent not so permissible.


 


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3. Vesting and Termination of the Option.



(a) Vesting of Option. Subject to the provisions of the Plan which provide for acceleration of
exercisability of the Option in certain circumstances as provided therein and such further limitations as are provided
in the Plan and this Agreement, the Option shall vest and be exercisable as to the Option Shares (subject to adjustment
as provided in paragraph 10 of the Plan) as follows:



	 	 	 
	On January 5, 2008:
	 	20% of the Option Shares
	 	 	 
	Commencing on January 5, 2008
and on the 5th day
of each month thereafter:

	 	
1.667% of the Option Shares






Upon Termination of Employment for any reason, Participant shall forfeit any Options that are not vested on the date of
Termination of Employment.



If a Change in Control of the Company occurs, the Options subject to this Agreement, if not already exercised in full
or otherwise terminated, expired or cancelled, shall become immediately exercisable in full. For purposes of this
paragraph, a “Change in Control” shall occur if (a) the Company consummates a merger, consolidation, statutory
share exchange or similar form of corporate transaction in which the Company is not the surviving corporation or
entity, provided that it shall not constitute a “Change in Control” if, immediately following such merger,
consolidation, statutory share exchange or similar transaction, the holders of the Company’s voting securities
immediately prior to such transaction own at least 51% of the voting securities of the surviving corporation or entity
immediately following such transaction, (b) the Company consummates the sale or other disposition of all or
substantially all of the assets of the Company or (c) the stockholders of the Company approve the complete liquidation
or dissolution of the Company.



(b) Termination of Option. Subject to the provisions of the Plan, the Option granted under this Agreement
will expire as of the earliest of:




	 	(i)	 	three months after the Participant’s Termination of
Employment by the Company for Cause (as defined in the Employment Agreement);







	 	(ii)	 	18 months after the Participant’s Termination of
Employment by the Company without Cause or by the Participant for Good Reason (as
defined in the Employment Agreement);







	 	(iii)	 	six months after the Participant’s Termination of
Employment for any reason other than as set forth in clause (i) or (ii) above; or







	 	(iv)	 	10 years from the Date of Grant;






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provided, however, that the Participant acknowledges that under present law, if the Option is exercised more than three
(3) months after the date of Termination of Employment, the portion of the Option intended to qualify as an ISO will
not qualify as such unless the Participant dies within such three (3) month period, in which case the ISO portion of
the Option must be exercised within six months of the Participant’s death. In the event that ISO treatment is not
available, the Option will be taxed as a NSO upon exercise.



4. Exercise of Options.



(a) Notice and Payment. To exercise an Option in whole or in part, the Participant (or, after his death,
his executor or administrator) must give written notice to the Committee, stating the number of Option Shares as to
which he intends to exercise the Option together with payment of the Option Price. The Option Price (and any required
withholding) may be paid (i) in cash, or (ii) in shares of Common Stock having an aggregate Fair Market Value, as
determined on the date of delivery, equal to the Option Price.



(b) Delivery of Certificate. Upon exercise in accordance with paragraph 4(a) of this Agreement or as soon
thereafter as is practicable, the Company shall cause to be delivered to the Participant, a certificate or certificates
for the Option Shares then being purchased (out of theretofore unissued Common Stock or reacquired Common Stock, as
the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Common Stock
shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that
the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase of Common Stock thereunder, the Option may
not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Committee.



(c) Failure to Pay. If the Participant fails to pay for any of the Option Shares specified in such notice
and any required withholding tax or fails to accept delivery of the Option Shares, the Participant’s right to purchase
such Option Shares may be terminated by the Company. The date specified in the Participant’s notice as the date of
exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be
purchased upon such exercise and any required tax withholding shall have been received by such date.






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5. Non-Transferability of Option. During the Participant’s lifetime, the Option shall be exercisable only by the
Participant or any guardian or legal representative of the Participant, and the Option shall not be assignable or
transferable by the Participant except, in case of the death of the Participant, by will or the laws of descent and
distribution. In addition, the Option shall not be subject to attachment, execution or other similar process. In the
event of (i) any attempt by the Participant to alienate, assign, pledge, hypothecate or otherwise dispose of the Option, except as provided for herein, or (ii) the levy of any
attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the
Option by notice to the Participant and it shall thereupon become null and void.



6. Transferability of Option Shares. The Participant hereby agrees that the Option Shares acquired upon exercise
of the Option shall be acquired for the Participant’s own account for investment purposes only and not with a view to
any distribution or public or public offering thereof within the meaning of the Act, or other applicable securities
laws. If the Board so determines, any stock certificates issued upon exercise of the Option shall bear a legend to the
effect that the Option Shares have been so acquired. The Company shall not be required to bear any expenses of
compliance with the Act, other applicable securities laws, or the rules and regulations of any national securities
exchange or other regulatory authority in connection with the registration, qualification or transfer, as the case may
be, of the Option or any Options Shares acquired upon exercise thereof. The foregoing restrictions on the transfer of
Options Shares shall not apply if (i) the Company shall have been furnished with a satisfactory opinion of counsel to
the effect that such transfer will be in compliance with the Act and all other applicable securities laws, or (ii) the
Option Shares shall have been duly registered in compliance with the Act and all other applicable securities laws.



The Participant further agrees that, upon any sale of Option Shares within two (2) years from the Date of Grant of
the Option, or within one year after the Participant’s ownership of the Option Shares upon exercise of the Option, then
the Participant shall immediately notify the Company in writing of such disposition and the amount realized by the
Participant upon such disposition.



7. Employment Not Affected. Neither the granting of the Option nor its exercise shall be construed as granting to
the Participant any right with respect to continuance of employment with the Company or any Subsidiary. Except as may
otherwise be limited by a written agreement between the Company or any Subsidiary and the Participant, the right of the
Company or any Subsidiary to terminate at will the Participant’s employment with it at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by the Company or Subsidiary (whichever the case may be),
and acknowledged by the Participant.



8. Amendment of Option. The Option may be amended by the Board or the Committee at any time (i) if the Board or
the Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any
addition to or change in the Code or in the regulations issued thereunder, or any federal or state securities law or
other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; provided
that, such amendment shall not materially and adversely affect the rights of the Participant hereunder; or (ii) other
than in the circumstances described in clause (i), with the consent of the Participant.





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9. Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of its
Secretary at its executive offices at 44 Cook Street, Suite 400, Denver, Colorado 80206, and any notice to the
Participant shall be addressed to the Participant at the current address shown on the payroll records of the Company.
Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail,
postage prepaid.



10. Incorporation of Plan by Reference. The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with and
subject to the terms and provisions of the Plan. The Committee shall interpret and construe the Plan and this
Agreement, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. If any terms
of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.



11. Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be
governed by and determined in accordance with the laws of the State of Delaware, except to the extent preempted by
federal law, which shall to the extent of such preemptive govern.



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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Date of Grant specified above.



STARTEK, INC.



By:                                                              


       Albert C. Yates


       Chairman of the Compensation


       Committee of the Board of Directors



ACCEPTED AND AGREED TO:



                                                                     




A. Laurence Jones, Participant




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