Filed by Bowne Pure Compliance





EXHIBIT 10.1








2008 SALES COMMISSION PLAN

(Revised October 12, 2008)





	1.0	 	PURPOSE






	 	1.1	 	The StarTek Sales Commission Plan (herein referred to as “the Plan”) is written
to describe the manner in which Participants will be eligible and paid for commission
compensation.






	2.0	 	OBJECTIVES






	 	2.1	 	The Plan is designed to support the following objective:
	 
	 	 	 	Generation of revenue at acceptable Customer Margin targets from new clients
	 
	 	2.2	 	Such programs must be defined by an SOW or an amendment to an SOW, be signed by
StarTek and a new client for StarTek during the Plan Period, and generate new revenue
for StarTek.






	3.0	 	PLAN EFFECTIVE DATE






	 	3.1	 	The Plan will be effective January 1, 2008 to December 31, 2008 or until
terminated by StarTek (the “Plan Period”). StarTek reserves the right, in its sole
discretion, to terminate the Plan at any time.






	4.0	 	ELIGIBILITY






	 	4.1	 	To participate in the Plan, one must be actively employed by StarTek in one of
the capacities listed below (“Participant”). Someone is a Participant only while he or
she continues to be so employed. :






	 	•	 	Director, National Sales
	 
	 	•	 	Senior Vice President, Sales.




 


 









 






	5.0	 	COMMISSION PAYMENTS






	 	5.1	 	The Plan rewards Participants by way of monthly commission payments for
building revenue at acceptable margins.
	 
	 	5.2	 	In the event two or more Participants are otherwise eligible for a commission
under this Plan for a particular program, the commission will be split among them in
the manner determined by the CEO, at the time the requisite SOW or amendment is signed.
	 
	 	5.3	 	Commissions are calculated monthly during the Plan Period based on the net
revenue recognized by StarTek for the preceding month for each qualifying SOW for which
the Participant is responsible (each being a ‘Qualifying SOW”). To be a Qualifying
SOW, such SOW must:






	 	•	 	Be signed during the Plan Period by both StarTek and a New Client for StarTek,
	 
	 	•	 	Be substantially the result of the Participant’s efforts, and
	 
	 	•	 	Be a source of new revenue for StarTek.






	 	 	 	The term “New Client” refers to someone (or its predecessor by merger or otherwise)
from whom StarTek has not, either directly or indirectly, earned revenue, as determined
by StarTek’s CEO in his discretion. Six months after the signing of the first
Qualifying SOW with a New Client, that client ceases to be a New Client. Any SOW
signed after this six month period with that client is not a qualifying SOW and
therefore no commissions are paid.
	 
	 	5.4	 	The commission earned for a Qualifying SOW for any given month will be
calculated by:





	 	 	 	 	 
	 

	 	Multiplying
	 	the net revenue recognized by StarTek for that month from that
Qualifying SOW (its “NetRev”)
	 
	 	 	 	 
	 

	 	Times
	 	the Participant’s applicable target incentive percentage
(the “TIP”) for that month for that Qualifying SOW.







The TIP will depend on the customer margin of that Qualifying SOW and the age of that
Qualifying SOW, according to the description in the “Target Incentive Eligibility” for
the Participant’s particular position. The starting month of the SOW shall be the
first month in which the SOW monthly billing exceeds a minimum threshold. For example,
if the customer margin of a particular Qualifying SOW is Y% and the starting month
occurred of that Qualifying SOW occurred:




	 	(a)	 	Within the preceding 12 months, then the TIP for that Qualifying
SOW for that month would be the percentage listed in the column labeled
“1st Year Following Closure of Qualifying SOW” for the row labeled
“X% — Z%” under the heading “Customer Margin % Per Qualifying SOW”;
	 
	 	(b)	 	Within the preceding 13 to 24 months, then the TIP for that
Qualifying SOW for that month would be the percentage listed in the column
labeled “2nd Year Following Closure of Qualifying SOW” for the same
row; and






	 	a.	 	Commissions for a Qualifying SOW cannot be earned
and will not be paid for more than 24 months.




 


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	 	 	 	NetRev for a Qualifying SOW will be the net revenue recognized by StarTek from its
client for that Qualifying SOW for the month in question, and will include all
necessary and proper deductions for discounts, rebates, returns, credits, penalties,
refunds, adjustments for disputed or compromised payments, and the like that are
allocable for that month to that Qualifying SOW (a “Qualifying Adjustment”).
	 
	 	5.5	 	If the net revenue recognized by StarTek for a particular Qualifying SOW during
a given month is not known in time to calculate a commission for payment during the
subsequent month, then StarTek will pay the Participant an advance against that
commission. The amount of the advance will be an estimate of the commission based on
accrued revenue for that Qualifying SOW for that month, and will be subject to true up
when the recognized revenue is known.
	 
	 	5.6	 	Should the revenue on which a commission is paid (an “earlier commission”)
become subject to a Qualifying Adjustment, StarTek will recalculate the earlier
commission. If the recalculated commission is greater than the earlier commission,
StarTek will pay the difference to the Participant at the time of the next, scheduled
commission payment. If the recalculated commission is less than the earlier
commission, then the Participant will refund the difference to StarTek. StarTek may
deduct such refund from commissions that otherwise become due to the Participant in the
future. For this purpose, StarTek may deduct up to one-half of the commissions
otherwise due to the Participant each month until the difference has been refunded in
full. This process may be repeated if a further Qualifying Adjustment occurs, such as
but not limited to, the situation in which StarTek subsequently recognizes revenue on a
Qualifying SOW that had previously not been recognized due to an earlier Qualifying
Adjustment.
	 
	 	5.7	 	Unless otherwise provided in this Section 5.7, a Participant can earn
commissions under the Plan only for those months in the Plan Period during which the
Participant is actively employed by StarTek in a capacity identified in Section 4.0
above.






	 	5.7.1	 	Someone who resigns or whose employment is terminated by StarTek for
cause cannot earn a commission, and no commission shall be due or payable, after
such resignation or termination.
	 
	 	5.7.2	 	If one’s employment with StarTek terminates while he or she is a
Participant in the Plan, then he or she can earn commissions under the Plan for
those months in the Plan Period occurring during the six months after such
termination, but only if:






	 	(a)	 	Such termination is due to his or her death or
disability, or
	 
	 	(b)	 	StarTek terminates his or her employment without cause,
and in connection with such termination, he or she signs StarTek’s waiver
and release agreement.




 


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	 	 	 	Otherwise, he or she cannot earn a commission, and no commission shall be due or
payable, after such termination.
	 
	 	5.7.3	 	Subject to the limitation in 5.7.1 above, if a Participant’s
employment with StarTek changes so that he or she, although continuing to be
employed by StarTek, is no longer actively employed by StarTek in a capacity
listed in Section 4 (referred to as a “Job Change”), then he or she can earn
commissions under the Plan for those months in the Plan Period occurring during
the six months after such Job Change.
	 
	 	5.7.4	 	Payment of an earned monthly commission is due in the month
following the month in which StarTek invoices its client for the revenue on which
such commission is based.
	 
	 	5.7.5	 	Except as otherwise expressly stated in this Section 5.7, someone
cannot earn a commission, and no commission shall become due or payable, after his
or her employment with StarTek ends.






	6.0.	 	ADDITIONAL PLAN INFORMATION






	 	6.1	 	Commission compensation under this Plan is fully taxable as earned income, and
subject to normal withholding guidelines and applicable taxes and practices.
	 
	 	6.2	 	Commission compensation under this Plan will be calculated by StarTek in
accordance with established Plan criteria and forwarded for approval to the Executive
Vice President & Chief Financial Officer and the President & Chief Executive Officer.
Either of these officers can designate any Senior Vice President who is not a
Participant in this Plan to act as an approver in their absence.
	 
	 	6.3	 	Any recoverable draws or advances of any kind given to a Participant outside of
this Plan will be deducted from the Participant’s first commission payment and will
continue to be deducted from future commission payments until such draws or advances
are repaid in full to StarTek.
	 
	 	6.4	 	If a dispute arises about who is responsible for a given contract, such
responsibility will be determined by the Chief Executive Officer in his sole
discretion. If it becomes necessary to split or share commission payments or if unique
sales opportunities arise, then determination and authorization for commissions, if
any, will be made by the Chief Financial Officer and the Chief Executive Officer.
	 
	 	6.5	 	If an extraordinary event contributes to securing a Qualifying SOW or
generating an unexpected amount of revenue recognized on a Qualifying SOW, and as a
result, the size of commission arising under this Plan would be uncommon or dramatic
when considering the contribution of the Participant to securing that Qualifying SOW or
generating such revenue, then such commission shall be subject to review and adjustment
by the Chief Financial Officer and the Chief Executive Officer. Such adjustment, if
applied, will be
based in large measure on the actual role of the involved Participant and/or the
unusual nature of the event causing the situation.




 


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	 	6.6	 	If the invoiced revenue on which a commission is paid proves to be materially
different from the revenue StarTek actually recognizes, then at StarTek’s option:






	 	(a)	 	The relevant commissions shall be recalculated, based on the revenue
StarTek actually recognized,
	 
	 	(b)	 	The Participant will promptly refund to StarTek the difference
between the commissions previously paid and the recalculated commissions.






	 	 	 	The cause for such a material difference may be, by way of example and not limitation,
disputed payments, a client withholding payment, or a client being more than 120 days
late in payment. If StarTek subsequently receives, within the next 12 months, the
disputed, withheld, late, or other payment, then StarTek shall promptly restore to the
Participant the amount of the “clawed back” commission attributable to the subsequently
recovered revenue.
	 
	 	6.7	 	StarTek reserves the right, in its sole discretion, to modify, suspend, or
eliminate this Plan at any time with or without notice.
	 
	 	6.8	 	StarTek reserves the right to decide, in its absolute discretion, at any time
and from time to time:






	 	(a)	 	Whether to enter, renew, amend, extend, or terminate any contract,
proposed contract, and/or contract negotiation, with any client or prospective
client, as well as the terms and conditions under which it will do so, and
	 
	 	(b)	 	To whom it will assign responsibility for any such contract, proposed
contract, and/or contract negotiation, which assignment StarTek may change at any
time and from time to time, in its discretion.






	 	 	 	If either 6.9(a) or 6.9(b) above occurs, then such decision may affect the amount of a
Participant’s commissions under this Plan. 
	 
	 	6.9	 	Employment with StarTek is “at will” and may be terminated at any time by
either the Participant or StarTek with or without notice and for any or no reason,
unless the Participant has entered into a written employment agreement with StarTek
modifying the “at will” employment relationship. This Plan is not intended to alter
the “at will” employment relationship.
	 
	 	6.10	 	Neither this Plan nor participation in it shall:






	 	(a)	 	Affect the “at-will” nature of each Participant’s employment with
StarTek,
	 
	 	(b)	 	Provide any assurance of continued employment with StarTek or
participation in the Plan, nor
	 
	 	(c)	 	Provide any assurance that this Plan or another commission plan will
be offered in the future to any Participant.




 


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	 	6.11	 	StarTek’s SVP-HR shall be responsible for the administration of this Plan and
StarTek’s CEO shall have sole authority and discretion to interpret its provisions and
applicability.






	7.0	 	RELATED FORM






	 	7.1	 	Appendix A: Target Incentive Eligibility per Position





	 	 	 	 	 	 	 
	APPROVALS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Susan L. Morse

	 	 	 	 	 	 
	Senior Vice President, Human Resources
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

David G. Durham

	 	 
	 	 

A. Laurence Jones
	 	 
	Chief Financial Officer

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

Participant

	 	 
	 	 

Date
	 	 







 


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