EXHIBIT 10.1


 





 


May 26,
2010


 


Mr. Chad
A. Carlson


205,
31st Avenue north, Suite 312


Nashville
TN 37203


 


Dear
Chad:


 


StarTek, Inc.
(“Company”) is very pleased to offer you,
Chad A. Carlson (“Employee”)
employment as Executive Vice President and Chief Operating Officer, reporting
to Larry Jones, President and CEO.  Your
start date is anticipated to be June 14, 2010.


 


1.             EMPLOYMENT.  This letter (“Agreement”) states the
complete terms and conditions of your employment with Company.  If you agree to these terms and conditions,
please initial the bottom of each page and sign at the end of this letter
in the spaces indicated.


 


2.             AT-WILL EMPLOYMENT.  It is understood and agreed by
Company and Employee that this Agreement does not contain any promise or
representation concerning the duration of Employee’s employment with
Company.  Employee specifically
acknowledges that his employment with Company is at-will and may be altered or
terminated by either Employee or Company at any time, with or without cause
and/or with or without notice.  The
nature, terms or conditions of Employee’s employment with Company cannot be
changed by any oral representation, custom, habit or practice, or any other
writing.  In addition, that the rate of
salary, any bonuses, paid time off, other compensation, or vesting schedules
are stated in units of years or months or weeks does not alter the at-will
nature of the employment, and does not mean and should not be interpreted to
mean that Employee is guaranteed employment to the end of any period of time or
for any period of time.  In the event of
conflict between this disclaimer and any other statement, oral or written,
present or future, concerning terms and conditions of employment, the at-will
relationship confirmed by this disclaimer shall control.  This at-will status cannot be altered except
in a writing signed by Employee and approved by the Company’s Board of
Directors (the “Board of Directors”).


 


3.             DUTIES. 
Employee shall render exclusive, full-time services to Company as its
Executive Vice President and COO. 
Employee shall perform services under this Agreement primarily at the
Denver office of Company subsequent to his relocation, and from time to time at
such other locations as is necessary to perform Employee’s duties
hereunder.  Prior to his


 

















 


relocation, he will work
remotely from Pennsylvania or Tennessee. 
In its sole discretion, Company may change, add to, or eliminate any of
Employee’s responsibilities, working conditions and duties.  Employee shall devote Employee’s best efforts
and full business time, skill and attention to the performance of such duties
and responsibilities on behalf of Company.


 


4.             POLICIES AND PROCEDURES. 
Employee is subject to and shall comply with the policies and procedures
of Company, as such policies and procedures may be modified, added to or
eliminated from time to time at the sole discretion of Company, except to the
extent any such policy or procedure specifically conflicts with the express
terms of this Agreement.  No written or
oral policy or procedure of Company constitutes a contract between Company and
Employee.


 


5.             BASE SALARY.  Employee’s initial Base Salary (hereafter
defined) shall be $350,000
per annum.  For all services rendered and
to be rendered hereunder, Company shall pay Employee, and Employee shall accept
a salary as may be fixed by the Company from time to time (“Base Salary”) which will be paid
periodically in accordance with normal Company payroll practices and shall be
subject to Deductions.  The term “Deductions” means such employment taxes, deductions and
withholdings as Company is required to make pursuant to law, or by further
agreement with the Employee.  Employee’s
Base Salary shall be subject to periodic review and adjustment by Company.


 


6.             EQUITY AWARDS. 
If the StarTek, Inc. Board of Directors approves, Employee will be
awarded Incentive Stock options (to the extent allowed, with any remainder
awarded as Non-Qualified Stock options) to purchase shares of StarTek, Inc.
common stock and restricted shares of StarTek, Inc. common stock, as
described below.  The Company will
propose that Employee be granted options to purchase 150,000 shares having a
strike price equal to the closing market price on the date awarded by the Board
of Directors or Employee’s start date, whichever is later. In addition, the
Company will propose that Employee be granted 10,000 Restricted Stock
shares.  To the extent that Company has
or may grant Employee options to purchase shares of Company common stock (“Options”) or Restricted Stock shares (“RSU’s”),
the vesting schedule, including without limitation, any acceleration upon
change-in-control, and all other terms, conditions and limitations of such
Options or RSU’s will be those set forth in the Equity plan pursuant to which
such Options or RSU’s are granted, grant notices, and agreements approved by
the Board of Directors and entered into by Employee.  The terms of these grants (including vesting
and acceleration provisions) are summarized in Exhibit C to this
Agreement, which summary description is qualified by reference to the Company’s
2008 Equity Incentive Plan and the grant agreements issued thereunder.


 


7.             BONUS.  Employee may be
eligible to participate in Company’s annual Incentive Bonus Plan with a bonus
potential of 60% of base salary at 100% target attainment (the “Bonus Potential”) beginning on a pro-rated basis with his
start date, pursuant to the terms, conditions and limitations set forth
therein.  Within one month of Employee’s
start date, Company shall pay Employee a one-time, lump-sum signing bonus of
$50,000 (the “Signing Bonus”) less applicable taxes and withholdings, provided
Employee remains employed by Company on that date.  The Signing Bonus monies shall be reimbursed to the
Company should Employee voluntarily terminate his employment or be terminated
for Cause prior to reaching one year of service.


 


8.             OTHER BENEFITS.  While employed by Company as provided herein:


 


2

















 


(a)           Relocation Benefits. 
Employee shall be eligible for relocation benefits supporting the move
from Pennsylvania to Colorado for himself and his family which Employee shall
use best efforts to complete by August 1, 2011.  These benefits include up to $20,000 in
movement of household goods and travel to the new location for himself and his
family.  An additional relocation bonus
of $85,000 shall be paid by Company in a lump sum on or before December 31,
2010.  Eighty percent (80%) of the total
relocation benefit monies shall be reimbursed to the Company (i) should Employee
voluntarily terminate his employment or be terminated for Cause prior to
reaching one year of receiving the relocation bonus, (ii) should Employee
not complete his relocation to Colorado before August 1, 2011, or (iii) should
Employee’s employment be terminated for any reason between December 31,
2010 and the time of the actual relocation.


 


(b)           Employee Benefits. 
Employee shall be entitled to all benefits to which other executive
officers of Company are entitled, on terms comparable thereto, including,
without limitation, participation in pension and profit sharing plans, 401(k) plan,
group insurance policies and plans, medical, health, vision, and disability
insurance policies and plans, and the like, which may be maintained by Company
for the benefit of its executives. 
Company reserves the right to alter, amend, or eliminate any of such
benefits from time to time at Company’s discretion.


 


(c)           Expense Reimbursement. 
Company shall reimburse Employee for direct and reasonable out-of-pocket
expenses incurred by Employee in connection with the performance of Employee’s
duties hereunder, according to the policies of Company which Company may, in
its sole discretion, change from time to time.


 


(D)          Paid Time Off (PTO). 
Employee will be entitled to paid time off according to Company’s
policy, which Company may change in its discretion.  Notwithstanding such policy, the minimum
amount of paid time off shall be 160 hours per annum.  Employee will be expected to manage Employee’s
time off within the allowed amount with the approval of Employee’s
manager.  No time-off is payable at
termination.


 


9.             CONFIDENTIAL
INFORMATION, RIGHTS AND DUTIES.


 


(a)                   Proprietary Information.  Employee agrees to execute and abide by
Company’s Proprietary Information and Inventions Agreement (the “Proprietary Information Agreement”),
attached hereto as Exhibit A.


 


(b)                   Exclusive Property. 
Employee agrees that all Company-related business procured by Employee,
and all Company-related business opportunities and plans made known to Employee
while employed by Company, are and shall remain the permanent and exclusive
property of Company.


 


(c)                   Non-Competition and
Non-Solicitation.  Employee agrees that for a period of
twelve (12) months following his last day of employment with Company, he shall
continue to comply with the non-competition and non-solicitation obligations
set forth in the Proprietary Information Agreement.


 


3

















 


10.          TERMINATION. 
Employee and Company each acknowledge that either party has the right to
terminate Employee’s employment with Company at any time for any reason
whatsoever, with or without cause or advance notice pursuant to the following:


 


(a)           Termination by Death or
Disability.  Subject to applicable state or federal law,
in the event that Employee shall die during his employment hereunder or become
permanently disabled, as evidenced by notice to Company and Employee’s
inability to carry out his job responsibilities for a continuous period of more
than six months, Employee’s employment and Company’s obligation to make
payments hereunder shall terminate on the date of his death, or the date upon
which, in the sole determination of the Board of Directors, Employee has become
permanently disabled, except that Company shall pay Employee any salary earned
but unpaid prior to termination, any
earned commissions payable to Employee according to the terms of a sales
commission plan in which the Employee is participating immediately prior to
termination, any benefits accrued prior to termination, and any business
expenses that were incurred but not reimbursed as of the date of termination
(the “Accrued Compensation”).  Vesting of all options shall cease on the
date of such termination.


 


(b)           Voluntary Resignation by
Employee.  In the event that Employee voluntarily
terminates his employment with Company, Company’s obligation to make payments
hereunder shall cease upon such termination, except Company shall pay Employee
all Accrued Compensation.  Vesting of all
options shall cease on the date of such termination.


 


(c)           Termination for Cause. 
In the event that Employee is terminated by Company for Cause (as
defined below), Company’s obligation to make payments hereunder shall cease
upon the date of receipt by Employee of written notice of such termination,
except Company shall pay Employee all Accrued Compensation.  Vesting of all options shall cease on the
termination date.


 


(d)           Termination by the Company
without Cause or Resignation by Employee for Good Reason. 
In the event Employee’s employment is terminated without Cause (as
defined herein) or Employee resigns for Good Reason (as defined herein) and
provided Employee executes a release in the form attached as Exhibit B (“Release”) and written a acknowledgment of Employee’s
continuing obligations under the Proprietary Information Agreement, then in
addition to payment of the Accrued Compensation, Employee shall be entitled to
receive (i) the equivalent of twelve (12) 
months of Employee’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 and subject to Deductions, commencing on the first regularly
scheduled pay date following the Effective Date of the Release; (ii) a
lump sum amount equal to Employee’s Bonus Potential subject to Deductions; (iii) annual
bonus for the year during which termination occurs, pro-rated for time and
performance as determined in the sole discretion of the CEO and subject to
Deductions; and (iv) provided that Employee is eligible for and timely
elects continuation of health insurance pursuant to COBRA, for a period of
twelve (12) months Company shall also reimburse Employee for a portion
of the cost of Employee’s COBRA premiums that is equal to, and does not
exceed,  Company’s monthly contribution
towards Employee’s health benefit premiums as of the date of termination provided, however, that Company’s obligation to pay Employee’s
COBRA premiums will cease immediately in the event Employee becomes eligible
for group health insurance during the twelve (12)  month severance 


 


4

















 


period, and Employee hereby agrees to promptly notify
Company if Employee becomes eligible to be covered by group health insurance in
such event ((i) (ii), (iii), and (iv) collectively, the “Severance Benefits”).


 


(e)           Definition of
Cause.  For purposes of this Agreement, “Cause” means (i) Employee’s incompetence or failure or refusal to perform
satisfactorily any duties reasonably required of the Employee by Company; (ii) Employee’s
violation of any law, rule or regulation (other than traffic violations,
misdemeanors or similar offenses) or cease-and-desist order, court order,
judgment, regulatory directive or agreement; (iii) the commission or
omission of or engaging in any act or practice which constitutes a material
breach of the Employee’s fiduciary duty to Company, involves personal
dishonesty on the part of the Employee or demonstrates a willful or continuing
disregard for the best interests of Company; or (iv) the Employee’s
engaging in dishonorable or disruptive behavior, practices or acts which would
be reasonably expected to harm or bring disrepute to Company, its business or
any of its customers, employees or vendors.


 


(f)            Definition of Good
Reason.  Employee may voluntarily
terminate Employee’s employment for “Good Reason” by notifying Company in
writing, within thirty (30) days after the occurrence of one of the following
events taken without Employee’s consent, that Employee intends to terminate Employee’s
employment for Good Reason on the thirtieth (30th) day following Company’s
receipt of Employee’s notice, if Company has not cured the event that gives
rise to Good Reason before the end of such thirty (30) day period:  (i) a reduction in Employee’s Base
Salary, bonus (if any) or benefits that would materially diminish the aggregate
value of Employee’s total compensation and benefits and which for purposes of
this Section 10(f) shall constitute a material breach of the
Employment Agreement except to the extent that the aggregate value of the
compensation and benefits of other executive officers is accordingly reduced; (ii) the
assignment to Employee of duties that are substantially and materially
inconsistent with the Employee’s position and that are not a reasonable
advancement of Employee’s position within Company; or (iii) a material
change in geographic location (more than 60 miles) from Employee’s current
principal place of performing services on behalf of Company.


 


11.          CODE SECTION 409A COMPLIANCE. 
Severance Benefits pursuant to Section 10(d) above, to the
extent of payments made from the termination date through March 15 of the
calendar year following such termination, are intended to constitute separate
payments for purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations and thus payable pursuant to the “short-term deferral” rule set
forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the
extent such payments are made following said March 15, they are intended to
constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations made upon an involuntary termination from service and
payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations, to the maximum extent permitted by said provision, with any excess
amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”),
including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payment to Employee be delayed until 6 months after Employee’s
separation from service if Employee is a “specified employee” within the
meaning of the aforesaid section of the Code at the time of such separation
from service.


 


5

















 


12.          ABILITY TO WORK. 
This offer is contingent on your ability to work in the U.S. (and
providing us I-9 documentation by your start date); your completion of the
StarTek Employment Application; and your successful completion and passing of a
criminal background check.  You also
represent and warrant to the Company that you are not subject to any other
agreement that would limit your ability to provide the services which you are being
hired to perform for the Company.  You
also expressly acknowledge and agree that any misrepresentation regarding the
foregoing will constitute grounds for termination for Cause.


 


13.          MISCELLANEOUS.


 


(a)           Taxes.  Employee agrees to be responsible for the payment of
any taxes due on any and all compensation, stock option, or benefit provided by
Company pursuant to this Agreement. 
Employee agrees to indemnify Company and hold Company harmless from any
and all claims or penalties asserted against Company for any failure to pay
taxes due on any compensation, stock option, restricted stock or other benefit
provided by Company pursuant to this Agreement. 
Employee expressly acknowledges that Company has not made, nor herein
makes, any representation about the tax consequences of any consideration provided
by Company to Employee pursuant to this Agreement.


 


(b)           Modification/Waiver.  This Agreement may not be amended, modified,
superseded, canceled, renewed or expanded, or any terms or covenants hereof
waived, except by a writing executed by each of the parties hereto or, in the
case of a waiver, by the party waiving compliance.  Failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect such
Party’s right at a later time to enforce the same.  No waiver by a party of a breach of any term
or covenant contained in this Agreement, whether by conduct or otherwise, in
any one or more instances shall be deemed to be or construed as a further or
continuing waiver of agreement contained in the Agreement.


 


(c)           Successors and Assigns.  This Agreement shall be binding upon and shall inure
to the benefit of any successor or assignee of the business of Company.  This Agreement shall not be assignable by the
Employee.


 


(d)           Notices.  All notices given hereunder shall be given by
certified mail, addressed, or delivered by hand, to the other party at the
address as set forth herein for such party, or at any other address hereafter
furnished by notice given in like manner. 
Employee promptly shall notify Company of any change in Employee’s
address.  Each notice shall be dated the
date of its mailing or delivery and shall be deemed given, delivered or
completed on such date.


 


(e)           Governing Law; Personal
Jurisdiction and Venue.  This Agreement and all disputes relating
to this Agreement shall be governed in all respects by the laws of the State of
Colorado as such laws are applied to agreements between Colorado residents
entered into and performed entirely in Colorado.  The Parties acknowledge that this Agreement
constitutes the minimum contacts to establish personal jurisdiction in Colorado
and agree to Colorado court’s exercise of personal jurisdiction.


 


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(f)            Entire Agreement.  This Agreement together with the Exhibits A and B  attached hereto, set forth the entire
agreement and understanding of the parties hereto with regard to the employment
of the Employee by Company and supersede any and all prior agreements,
arrangements and understandings, written or oral, pertaining to the subject
matter hereof.  No representation,
promise or inducement relating to the subject matter hereof has been made to a
party that is not embodied in these Agreements, and no party shall be bound by
or liable for any alleged representation, promise or inducement not so set
forth.


 


We look forward to having you continue to work with us
at StarTek, Inc.  If you wish to
accept this offer under the terms and conditions described above, please sign
and date this letter and the attached Proprietary
Information Agreement and return them to me by May 31, 2010.  If you have any questions about the terms of
this offer, please do not hesitate to call me to discuss our offer at your
earliest convenience.


 


STARTEK, INC.


 


 


	
  By:

  	
  /s/ A. Laurence Jones

  	
   

  
	
   

  	
  A. Laurence Jones

  	
   

  
	
  Its:

  	
  President and CEO

  	
   

  



 


 


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


 


 


	
  /s/
  Chad A. Carlson

  	
   

  
	
   

  
	
  Chad A. Carlson

  



 


 


Date: May 26,
2010


 


7






 












 


EXHIBIT A


 


MANAGER, EXECUTIVE PERSONNEL OR
ASSISTANTS’


PROPRIETARY INFORMATION,
INVENTIONS,


NON-COMPETITION, AND
NON-SOLICITATION AGREEMENT


 


This
Manager, Executive Personnel or Assistants’ Proprietary Information,
Inventions, Non-competition, and Non-solicitation Agreement (“Agreement”) is made in consideration for my
employment or continued employment by StarTek, Inc.  or
its subsidiaries or affiliates (the “Company”),
and the compensation now and hereafter paid to me.  I hereby agree as follows:


 


1.             NONDISCLOSURE.


 


1.1          Recognition of Company’s Rights;
Nondisclosure.  At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use,
lecture upon or publish any of the Company’s Proprietary Information (defined
below), except as such disclosure, use or publication may be required in
connection with my work for the Company, or unless an officer of the Company
expressly authorizes such in writing.  I
will obtain Company’s written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to my
work at Company and/or incorporates any Proprietary Information.  I hereby assign to the Company any rights I
may have or acquire in such Proprietary Information and recognize that all
Proprietary Information shall be the sole property of the Company and its
assigns.


 


1.2          Proprietary Information.  The term “Proprietary Information”
shall mean any and all confidential and/or proprietary knowledge, data or
information of the Company.  By way of
illustration but not limitation, Proprietary Information includes (a) trade
secrets, inventions, mask works, ideas, processes, formulas, source and object
codes, data, programs, other works of authorship, know-how, improvements, discoveries,
developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information
regarding plans for research, development, new products, marketing and selling,
business plans, budgets and unpublished financial statements, licenses, prices
and costs, suppliers and customers; and (c) information regarding the
skills and compensation of other employees of the Company.  Notwithstanding the foregoing, it is
understood that, at all such times, I am free to use information which is
generally known in the trade or industry, which is not gained as result of a
breach of this Agreement, and my own, skill, knowledge, know-how and experience
to whatever extent and in whichever way I wish. Company acknowledges that I
possess significant industry knowledge regarding the business of service
companies in the areas of workflow management, process automation, process
improvement, customer satisfaction monitoring and feedback, call automation
leveraging pre-recorded voice files and automated voice and call
engineering.  I represent that such
knowledge is not proprietary or confidential to any prior employer.  I
shall be permitted to maintain and use such prior knowledge following my
employment with Company provided that any such use shall comply with my
confidentiality, non-solicit and non-compete obligations contained in this
Agreement.  I also acknowledge that
Company has developed Proprietary Information relating to the foregoing
business concepts, which I will maintain in confidence and otherwise in
accordance with the restrictions in this Agreement.


 


1.3          Third Party Information.  I understand, in addition, that the Company has
received and in the future will receive from third parties confidential or
proprietary information (“Third Party
Information”) subject to a duty on the Company’s part to maintain
the confidentiality of such information and to use it only for certain limited
purposes.  During the term of my
employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than Company personnel who
need to know such information in connection with their work for the Company) or
use, except in connection with my work for the Company, Third Party Information
unless expressly authorized by an officer of the Company in writing.


 


1.4          No Improper Use of Information of
Prior Employers and Others.  During my employment by the Company I
will not improperly use or disclose any confidential information or trade
secrets, if any, of any former employer or any other person to whom I have an
obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to 


 

















 


any former employer or
any other person to whom I have an obligation of confidentiality unless
consented to in writing by that former employer or person.  I will use in the performance of my duties
only information which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or
developed by the Company.


 


2.             ASSIGNMENT OF INVENTIONS.


 


2.1          Proprietary Rights.  The term “Proprietary Rights” shall mean all trade secret, patent,
copyright, mask work and other intellectual property rights throughout the
world.


 


2.2          Prior Inventions.  Inventions, if any, patented or unpatented, which I
made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement.  To
preclude any possible uncertainty, I have set forth on Schedule A
(Previous Inventions) attached hereto a complete list of all
Inventions that I have, alone or jointly with others, conceived, developed or
reduced to practice or caused to be conceived, developed or reduced to practice
prior to the commencement of my employment with the Company, that I consider to
be my property or the property of third parties and that I wish to have
excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”).  If disclosure of any such Prior Invention
would cause me to violate any prior confidentiality agreement, I understand
that I am not to list such Prior Inventions in Schedule A but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason.  A space is
provided on Schedule A for such purpose. 
If no such disclosure is attached, I represent that there are no Prior
Inventions.  If, in the course of my
employment with the Company, I incorporate a Prior Invention into a Company
product, process or machine, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with
rights to sublicense through multiple tiers of sublicensees) to make, have
made, modify, use and sell such Prior Invention.  Notwithstanding the foregoing, I agree that I
will not incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company’s prior written consent.


 


2.3          Assignment of Inventions. 
Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in
the future (when any such Inventions or Proprietary Rights are first reduced to
practice or first fixed in a tangible medium, as applicable) to the Company all
my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or registrable
under copyright or similar statutes, made or conceived or reduced to practice
or learned by me, either alone or jointly with others, during the period of my
employment with the Company.  Inventions
assigned to the Company, or to a third party as directed by the Company
pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”


 


2.4          Nonassignable Inventions.  I
recognize that this Agreement will not be deemed to require assignment of any
invention which was developed entirely on my own time without using the Company’s
equipment, supplies, facilities, or trade secrets and neither related to the
Company’s actual or anticipated business, research or development, nor resulted
from work performed by me for the Company (“Nonassignable Inventions”).


 


2.5          Obligation to Keep Company
Informed.  During the period of my employment and for
six months after the last day of my employment with the Company, I will
promptly disclose to the Company fully and in writing all Inventions authored,
conceived or reduced to practice by me, either alone or jointly with
others.  In addition, I will promptly
disclose to the Company all patent applications filed by me or on my behalf
within a year after termination of employment. 
At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe are Nonassignable Inventions and I
will at that time provide to the Company in writing all evidence necessary to
substantiate that belief.  The Company
will keep in confidence and will not use for any purpose or disclose to third
parties without my consent any confidential information disclosed in writing to
the Company pursuant to this Agreement relating to Inventions that have been
identified as Nonassignable Inventions.


 


2.6          Government or Third Party.  I
also agree to assign all my right, title and interest in and to any particular
Invention to a third party, including without limitation the United States, as
directed by the Company.


 

















 


2.7          Works for Hire.  I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101).


 


2.8          Enforcement of Proprietary
Rights.  I will assist the Company in every proper way
to obtain, and from time to time enforce, United States and foreign Proprietary
Rights relating to Company Inventions in any and all countries.  To that end I will execute, verify and
deliver such documents and perform such other acts (including appearances as a
witness) as the Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary
Rights and the assignment thereof.  In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. 
My obligation to assist the Company with respect to Proprietary Rights
relating to such Company Inventions in any and all countries shall continue
beyond the termination of my employment, but the Company shall compensate me at
a reasonable rate after my termination for the time actually spent by me at the
Company’s request on such assistance.


 


In
the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, which appointment is coupled with an interest, to act for and
in my behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me.  I hereby waive and quitclaim to the Company
any and all claims, of any nature whatsoever, which I now or may hereafter have
for infringement of any Proprietary Rights assigned hereunder to the Company.


 


3.             NO CONFLICTS OR SOLICITATION. I agree that during the period of my
employment by the Company I will not, without the Company’s express written
consent, engage in any other employment or business activity directly related
to the business in which the Company is now involved or becomes involved, nor
will I engage in any other activities which conflict with my obligations to the
Company.  To protect the Company’s
Proprietary Information, and because of the position in the Company that I
hold, I agree that during my employment with the Company whether full-time or
part-time and for a period of twelve (12) months after my last day of
employment with the Company, I will not (a) directly or indirectly solicit
or induce any employee of the Company to terminate or negatively alter his or
her relationship with the Company or (b) directly or indirectly solicit
the business of any client or customer of the Company with respect to a
Restricted Business (other than on behalf of the Company) or (c) directly
or indirectly induce any client, customer, supplier, vendor, consultant or
independent contractor of the Company to terminate or negatively alter his, her
or its relationship with the Company.  I
agree that the geographic scope of the non-solicitation should include the “Restricted
Territory” (as defined below).


 


4.             COVENANT NOT TO COMPETE.  I
acknowledge that during my employment I will have access to and knowledge of
Proprietary Information.  I also
acknowledge that during my employment with the Company, I have held and/or will
hold a management or executive position or am, or will be, an assistant to a
manager or executive.  To protect the
Company’s Proprietary Information, and because of the position in the Company
that I may hold, I agree that during my employment with the Company whether
full-time or part-time and for a period of twelve (12)  months after my last day of employment with
the Company, I will not directly or indirectly personally participate or engage
in (whether as an employee, consultant, proprietor, partner, director or
otherwise), or have any ownership interest in, or participate in the financing,
operation, management or control of, any person, firm, corporation or business
that engages in a “Restricted Business” in a “Restricted Territory” (as defined
below).  It is agreed that ownership of (i) no
more than one percent (1%) of the outstanding voting stock of a publicly traded
corporation, or (ii) any stock I presently own shall not constitute a
violation of this provision.


 


4.1          Reasonable.  I
agree and acknowledge that the time limitation on the restrictions in this
paragraph, combined with the geographic scope, is reasonable.  I also acknowledge and agree that this
paragraph is reasonably necessary for the protection of Company’s Proprietary
Information as defined in paragraph 1.2 herein, that through my employment I
shall receive adequate consideration for any loss of opportunity associated
with the provisions herein, and that these provisions provide a reasonable way
of protecting Company’s business value which will be imparted to me.


 

















 


4.2          As used herein, the terms:


 


(i)            “Restricted
Business” shall mean the design, development, marketing,
commercialization or sales of any products or services that directly compete in
the marketplace with any such product then sold by the Company or then in
development by the Company and projected to be sold within one (1) year of
my last day of employment with the Company.


 


(ii)           “Restricted
Territory” shall mean any state, county, or locality in the United
States in which the Company conducts business and any other country, city,
state, jurisdiction, or territory in which the Company does business.


 


5.             RECORDS.  I
agree to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that may be required by the Company)
of all Proprietary Information developed by me and all Inventions made by me
during the period of my employment at the Company, which records shall be
available to and remain the sole property of the Company at all times.


 


6.             NO CONFLICTING OBLIGATION.  I
represent that my performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in
confidence information acquired by me in confidence or in trust prior to my
employment by the Company.  I have not
entered into, and I agree I will not enter into, any agreement either written
or oral in conflict herewith.


 


7.             RETURN OF COMPANY MATERIALS. 
When I leave the employ of the Company, I will deliver to the Company
any and all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing
or disclosing any Company Inventions, Third Party Information or Proprietary
Information of the Company.  I further
agree that any property situated on the Company’s premises and owned by the
Company, including disks and other storage media, filing cabinets or other work
areas, is subject to inspection by Company personnel at any time with or
without notice.


 


8.             LEGAL AND EQUITABLE REMEDIES.  Because my services are personal and unique
and because I may have access to and become acquainted with the Proprietary
Information of the Company, the Company shall have the right to enforce this
Agreement and any of its provisions by injunction, specific performance or
other equitable relief, without bond and without prejudice to any other rights
and remedies that the Company may have for a breach of this Agreement.


 


9.             NOTICES. 
Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as
the party shall specify in writing.  Such
notice shall be deemed given upon personal delivery to the appropriate address
or if sent by certified or registered mail, three days after the date of
mailing.


 


10.          NOTIFICATION OF NEW EMPLOYER. 
In the event that I leave the employ of the Company, I hereby consent to
the notification of my new employer of my rights and obligations under this
Agreement.


 


11.          GENERAL PROVISIONS.


 


11.1        Governing Law; Consent to
Personal Jurisdiction and Exclusive Forum.  This Agreement
will be governed by and construed according to the laws of the State of
Colorado without regard to conflicts of law principles.  I hereby expressly understand and consent
that my employment is a transaction of business in the State of Colorado and
constitutes the minimum contacts necessary to make me subject to the personal
jurisdiction of the federal courts located in the State of Colorado, and the
state courts located in the County of Denver County, Colorado, for any lawsuit
filed against me by Company arising from or related to this Agreement.  I agree and acknowledge that any controversy
arising out of or relating to this Agreement or the breach thereof, or any
claim or action to enforce this Agreement or portion thereof, or any
controversy or claim requiring interpretation of this Agreement must be brought
in a forum located within the State of Colorado.


 


12.          Severability. 
In case any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.  If any restriction set forth in
this Agreement is found by any court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range of activities



 

















 


or geographic area
as to which it may be enforceable.


 


12.1        Successors and Assigns. 
This Agreement will be binding upon my heirs, executors, administrators
and other legal representatives and will be for the benefit of the Company, its
successors, and its assigns.


 


12.2        Survival. 
The provisions of this Agreement shall survive the termination of my
employment and the assignment of this Agreement by the Company to any successor
in interest or other assignee.


 


12.3        No Employment Rights.  I
agree and understand that my employment is at-will which means I or the company
each have the right to terminate my employment at will, with or without
advanced notice and with or without cause. 
I further agree and understand that nothing in this Agreement shall confer
any right with respect to continuation of employment by the Company, nor shall
it interfere in any way with my right or the Company’s right to terminate my
employment at any time, with or without cause.


 


12.4        Waiver. 
No waiver by the Company of any breach of this Agreement shall be a
waiver of any preceding or succeeding breach. 
No waiver by the Company of any right under this Agreement shall be
construed as a waiver of any other right. 
The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.


 


12.5        Entire Agreement. 
The obligations pursuant to Sections 1 through 4 and Sections 6 and 7
(including all subparts) of this Agreement shall apply to any time during which
I was previously employed, or am in the future employed, by the Company as a
consultant if no other agreement governs nondisclosure and assignment of
inventions during such period.  This
Agreement is the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior
discussions between us.  No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by the party to be
charged.  Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or
scope of this Agreement


 


This Agreement shall be
effective as of the first day of my employment with the Company which is
anticipated to be June 14, 2010


 


I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND
ITS TERMS.  I HAVE COMPLETELY FILLED OUT
SCHEDULE A TO THIS AGREEMENT.


 


 


	
  Dated: May 26, 2010

  
	
   

  
	
   

  
	
  /s/ Chad A. Carlson

  	
   

  
	
  Chad A. Carlson

  



 

















 


SCHEDULE A


 


	
  TO:

  	
  StarTek, Inc.

  
	
   

  	
   

  
	
  FROM:

  	
  Chad A. Carlson

  
	
   

  	
   

  
	
  DATE:

  	
  May 26, 2010

  
	
   

  	
   

  
	
  SUBJECT:

  	
  Previous Inventions

  



 


1.             Except as listed in Section 2
below, the following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by StarTek, Inc.
(the “Company”) that
have been made or conceived or first reduced to practice by me alone or jointly
with others prior to my engagement by the Company:


 


o            No inventions
or improvements.


 


x           See below:


 


No
inventions, other than industry knowledge as noted in Section 1.2 of Exhibit A


 


o            Additional
sheets attached.


 


2.             Due to a prior confidentiality
agreement, I cannot complete the disclosure under Section 1 above with
respect to inventions or improvements generally listed below, the proprietary
rights and duty of confidentiality with respect to which I owe to the following
party(ies):


 


	
   

  	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


o            Additional
sheets attached.


 

















 


EXHIBIT B


 


RELEASE


 


In
exchange for the consideration provided to me by this Agreement that I am not
otherwise entitled to receive, I hereby generally and completely release the
Company and its directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions related to my employment with the Company or the
termination of that employment, including, but not limited to: (1) all
claims related to my compensation or benefits from the Company, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in
the Company; (2) all claims for breach of contract, wrongful termination,
and breach of the implied covenant of good faith and fair dealing; (3) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (4) all federal, state, and
local statutory claims, including claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under the federal Civil
Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”),
and the Colorado state law (as amended).  Notwithstanding the foregoing,
nothing contained in this Release is intended to release the Company from any
claim arising out of or with regard to: (i) any payment to be made to me
by the Company in connection the termination of employment as contemplated by
the Employment Agreement, or (ii) any statutory obligation that the
Company may have with regard to the continuation of benefits.


 


ADEA Waiver and Release.  I acknowledge that I am knowingly and
voluntarily waiving and releasing any rights I may have under the ADEA, as
amended.  I also acknowledge that the
consideration given for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already
entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:  (a) my waiver and release does not apply
to any rights or claims that may arise after the execution date of this
Agreement; (b) I have been advised that I have the right to consult with
an attorney prior to executing this Agreement; (c) I have been given
twenty-one (21) days to consider this Agreement; (d) I have seven (7) days
following the execution of this Agreement by the parties to revoke the
Agreement; and (e) this Agreement will not be effective until the date
upon which the revocation period has expired, which will be the eighth day
after this Agreement is executed by you, provided that the Company has also
executed this Agreement by that date (“Effective Date”).  The parties acknowledge
and agree that revocation by you of the ADEA Waiver and Release is not
effective to revoke your waiver or release of any other claims pursuant to this
Agreement.


 


I
agree not to disparage  Company or  Company’s officers, directors, employees,
shareholders, parents, subsidiaries, affiliates, and agents, in any manner
likely to be harmful to them or their business, business reputation or personal
reputation; provided that I may
respond accurately and fully to any question, inquiry or request for
information when required by legal process


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  



 

















 


EXHIBIT C


 


DESCRIPTION OF EQUITY AWARD TERMS


 


All
Options granted pursuant to Section 4 of this Agreement shall have the
following terms:


 


(i)  shall be granted under the StarTek, Inc.
2008 Equity Incentive Plan;


(ii)  shall be granted as Incentive Stock
Options to the extent allowed, and otherwise as Non-Statutory Stock Options;


(iii) shall be granted as of the day that
Employee enters into the employment of the Company;


(iv) shall have an
Expiration Date of ten years from the date of grant;


(v) shall have an
Exercise Price Per Share equal to the Fair Market Value (as defined in the
Plan) on the date of grant; and


(vi) have an Exercise
Schedule such that such options shall vest with respect to 25% of the shares
covered by the option on the first anniversary of the date of grant, followed
by monthly vesting thereafter with respect to approximately one thirty-sixth
(1/36) of the shares covered by the option.


 


All
Restricted Stock shares granted under the Agreement shall have the following
terms:


 


(i)  shall be granted under the StarTek, Inc.
2008 Equity Incentive Plan;


(ii)  shall be granted on the day that Employee
enters into the employment of the Company;


(iii)  the shares of
Restricted Stock shall vest with respect to one-third of the shares on the
first, second and third anniversaries of the date of grant.


 


Change
of Control


 


Pursuant
to the terms of the 2008 Equity Incentive Plan, upon a change of control of the
Company, then each outstanding award that is not yet fully exercisable or
vested will immediately become exercisable or vested with respect to 50% of the
shares that were unexercisable or unvested immediately before the change in
control.  If, in connection with a change
in control, the awards were either continued in effect or assumed or replaced
by the surviving corporation, and within two years after the change in control,
(i) a participant is involuntarily terminated other than for cause or (ii) voluntarily
terminates for “Good Reason”, then each outstanding award will immediately
become vested and exercisable in full and will remain exercisable for
24 months.