**EXHIBIT 10.6**

 

April 30, 2010

 

JohnDamian

6898Serena Avenue

CastleRock, CO 80108

 

Dear John:

 

You are hereby notifiedthat your employment with StarTek, Inc. (the “Company”) is herebyterminated effective as of 5:00 p.m. on April 30, 2010.  This letter also sets forth the substance ofthe terms of separation (the “Agreement”) which Company is offering to you toaid in your employment transition.

 

**1.     SEPARATION**.  Your last dayof work and employment with the Company shall be April 30, 2010 (the “Separation Date”).  By executing this Agreement, you herebyresign any and all positions held with the Company or any of itsaffiliates.  Any failure to execute thisAgreement or any revocation of this Agreement by you shall not reinstate youremployment with the Company which shall be terminated as of the date and timeset forth above.

 

**2.     ACCRUED SALARY**. On the Separation Date, the Company will pay you all accrued salaryearned through the Separation Date, subject to standard payroll deductions andwithholdings.  No paid time off isaccrued and unused or payable.

 

**3.     SEVERANCE PAYMENTS.** Although the Company has no obligation to do so under the terms of yourEmployment Agreement, if you timely sign, date, and return this Agreement, theCompany will pay you, as severance, the equivalent of two (2) months ofyour base salary in effect as of the Separation Date, in the form of salarycontinuation for such two (2) month period (“Severance Payment”).  These payments will be made on the Company’sregular payroll cycle beginning on the first regularly-scheduled payroll datefollowing the Effective Date of this Agreement as set forth in Section 14,and will be subject to standard payroll deductions and withholdings.

 

**4.     HEALTH INSURANCE. **To the extent permitted by the federal COBRA law andby the Company’s current group health insurance policies, you will be eligibleto continue your health insurance benefits at your own expense.  On or after the Separation Date, you will beprovided with a separate notice more specifically describing your rights andobligations to continuing health insurance coverage under applicable stateinsurance laws.

 

**5.     STOCK OPTIONS.** Pursuant to your stock option grant and the plan governing that grant(the “Plan”), vesting of your stock options will cease on your SeparationDate.  You acknowledge that none of thestock options granted to you by the Company have vested as of the SeparationDate.

 

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**6.     OTHER COMPENSATION OR BENEFITS.**  You acknowledge that, except as expressly provided in this Agreement,you have not earned and will not receive any additional pay or salary,incentive compensation, severance, equity interests or options, or benefitsafter the Separation Date, with the exception of (i) any vested right youmay have under the express terms of a written ERISA-qualified benefit plan(e.g., 401(k) account), and (ii) any amounts that may be earned underthe 2009 Sales Commission Plan between you and the Company dated July 16,2009 (the “Commission Plan”).  Inparticular, but without limitation, you agree that you are not owed any bonus,incentive compensation, or commissions, other than as provided in theCommission Plan.

 

**7.     EXPENSE REIMBURSEMENTS**. You agree that, within ten (10) days of the Separation Date, youwill submit your final documented expense reimbursement statement reflectingall business expenses you incurred through the Separation Date, if any, forwhich you seek reimbursement.  TheCompany will reimburse you for these expenses pursuant to its regular businesspractice.

 

**8.     RETURN OF COMPANY PROPERTY**.  By the close ofbusiness on the Separation Date, you agree to return to the Company all Companydocuments (and all copies thereof, in whole or in part) and other Companyproperty which you have in your possession or control, including, but notlimited to, Company files, notes, drawings, records, plans, forecasts, reports,studies, analyses, proposals, agreements, engineering information, test dataand materials, financial information, research and development information,sales and marketing information, customer information and databases, contactinformation, operational and personnel information, specifications, code,software, databases, computer-recorded information, tangible property andequipment (including, but not limited to, computers, facsimile machines, mobiletelephones, pda’s, VPN access keys, servers), credit cards, entry cards,identification badges and keys; and any materials of any kind which contain orembody any proprietary or confidential information of the Company (and allreproductions thereof in whole or in part). You agree that you will make a diligent search to locate any suchdocuments, property and information within the timeframe referenced above.  If you have used any personally ownedcomputer, server, or e-mail system to receive, store, review, prepare ortransmit any Company confidential or proprietary data, materials orinformation, you agree to provide the Company with a computer-useable copy ofsuch information and then permanently delete and expunge such Companyconfidential or proprietary information from those systems within five (5) businessdays after the Separation Date; and you agree to provide the Company access toyour system as requested to verify that the necessary copying and/or deletionis done.  You agree that, after theSeparation Date, you will neither use nor possess Company property.  **Your timelycompliance with this paragraph is a condition precedent to your receipt of theseverance benefits described in paragraph 3 above.**

 

**9.     ACKNOWLEDGEMENT OF CONTINUING OBLIGATIONS**. You acknowledge and reaffirm your continuing obligations under yourManager, Executive Personnel or Assistants’ Proprietary Information,Inventions, Non-Competition, and Non-Solicitation Agreement (Exhibit A toyour Employment Agreement) and also your Agreement to Protect TeleTechConfidential 

 

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Information andRelease.  By signing this Letter, (i) youacknowledge those obligations, including by way of example but limitation,obligations to keep information confidential, not to compete with the Company,and not to solicit employees and clients of the Company, and (ii) youfurther acknowledge and agree that the consideration paid by the Company to youunder your Employment Agreement and under this Agreement is sufficient andvalid consideration to support your obligations under such documents.  A copy of your full Employment Agreement isattached hereto as Exhibit A.

 

**10.  CONFIDENTIALITY**.  Theprovisions of this Agreement shall be held in strictest confidence by you andthe Company and shall not be publicized or disclosed in any manner whatsoever;provided, however, that:  (a) youmay disclose this Agreement to your immediate family; (b) the parties maydisclose this Agreement in confidence to their respective attorneys,accountants, auditors, tax preparers, and financial advisors; (c) theCompany may disclose this Agreement as necessary to fulfill standard or legallyrequired corporate reporting or disclosure requirements; and (d) theparties may disclose this Agreement insofar as such disclosure may be necessaryto enforce its terms or as otherwise required by law.  In particular, and withoutlimitation, you agree not to disclose the existence or terms of this Agreementto any current or former Company employees, consultants, or independentcontractors.

 

**11.  NON-DISPARAGEMENT. **Both you and the Company agree not to disparage theother party, and the other party’s officers, directors, employees, shareholdersand agents, in any manner likely to be harmful to them or their business,business reputation or personal reputation; provided that both you and theCompany shall respond accurately and fully to any question, inquiry or requestfor information when required by legal process.

 

**12.  NO ADMISSIONS. **Youunderstand and agree that the promises and payments in consideration of thisAgreement shall not be construed to be an admission of any liability orobligation by the Company to you or to any other person, and that the Companymakes no such admission.

 

**13.  RELEASE OF CLAIMS.**  Inexchange for the payments and other consideration under this Agreement to whichyou would not otherwise be entitled, you hereby release, acquit and foreverdischarge the Company, and its officers, directors, agents, servants,employees, attorneys, shareholders, successors, assigns and affiliates, intheir individual, corporate and official capacities, of and from any and allclaims, liabilities, demands, causes of action, costs, expenses, attorneys’fees, damages, indemnities and obligations of every kind and nature, in law,equity, or otherwise, known and unknown, suspected and unsuspected, disclosedand undisclosed, arising out of or in any way related to agreements, events,acts or conduct at any time prior to and including the date you sign thisAgreement, including but not limited to: (a) any and all such claims anddemands directly or indirectly arising out of or in any way connected with youremployment with the Company or the conclusion of that employment; (b) anyclaims whatsoever against the Company or those released above by this Releaseof Claims arising before you sign this Agreement; (c) all claims ordemands related to salary, bonuses, commissions, incentive payments, stock,stock options, or any ownership or equity interests in 

 

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the Company, includingvacation pay, personal time off, fringe benefits, severance benefits, or anyother form of compensation, other than under the Commission Plan; (d) allclaims pursuant to any federal, any state or any local law, statute, common lawor cause of action, employment or otherwise, including, but not limited to, thefederal Civil Rights Act of 1964, as amended, attorney’s fees under Title VIIof the federal Civil Rights Act of 1964, as amended, or any other statute,agreement or source of law, the federal Americans with Disabilities Act of1990, the Family and Medical Leave Act, the Employee Retirement Income SecurityAct, the Age Discrimination in Employment Act, as amended (the “ADEA”), theColorado anti-discrimination statute, any other state or local employment,discrimination, or labor code, and the Equal Pay Act, of 1963, as amended; (e) allclaims for breach of contract, wrongful termination, and breach of the impliedcovenant of good faith and fair dealing; and (f) all tort claims,including, but not limited to, claims for assault, battery, invasion ofprivacy, fraud, defamation, emotional distress, and discharge in violation ofpublic policy.  You represent that youhave no lawsuits, claims or actions pending in your name or on behalf of anyother person or entity, against the Company or any other person or entity subjectto the release granted in this paragraph. You further agree that in the event you bring a claim or charge coveredby this release, this Agreement shall serve as a complete defense to suchclaims or charges. Excluded from this release are any claims that cannot be waived bylaw.  Furthermore, you agree to releaseand discharge the Company not only from any and all claims which you could makeon your own behalf, but also specifically waive any right to become, andpromise not to become, a member of any class in any proceeding or case in whicha claim or claims against the Company may arise, in whole or in part, from anyevent which occurred prior to the date of this Agreement.  If you are not permitted to opt-out of afuture class, then you agree to waive any recovery for which you would be eligibleas a member of such class. Notwithstanding the foregoing, nothing contained in this Release isintended to release the Company from any claim arising out of or with regard toany obligation of the Company under this Agreement.

 

**14.  ADEA WAIVER AND RELEASE****.** You acknowledge that you are knowingly and voluntarilywaiving and releasing any rights you may have under the ADEA.  You also acknowledge that the considerationgiven for the waiver and release in the preceding paragraph hereof is inaddition to anything of value to which you were already entitled. You furtheracknowledge that you have been advised by this writing, as required by theADEA, that:  (a) your waiver andrelease do not apply to any rights or claims that may arise after the executiondate of this Agreement; (b) you have been advised hereby that you have theright to consult with an attorney prior to executing this Agreement; (c) youhave twenty-one (21) days to consider this Agreement (although you may chooseto voluntarily execute this Agreement earlier); (d) you have seven (7) daysfollowing the execution of this Agreement by the parties to revoke theAgreement; and (e) this Agreement will not be effective until the dateupon which the revocation period has expired, which will be the eighth dayafter this Agreement is executed by you, provided that the Company has alsoexecuted this Agreement by that date (“Effective Date”).

 

**If you choose to revoke the Agreement, you mustdeliver written notice of the revocation to the attention of Sue Morse, SeniorVice President, Human Resources, 44 Cook Street, 4****th**** Floor, Denver CO, 80206 on or before seven (7) daysafter you execute this Agreement.**

 

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**15. ****REMEDY**.  You agreethat, if you bring any kind of legal claim against the Company that you havegiven up by signing this Agreement, then you will be violating this Agreementand you must pay all legal fees, other costs and expenses incurred by theCompany in defending against your claim.

 

**16.  MISCELLANEOUS**.  ThisAgreement, including Exhibit A, constitutes the complete, final andexclusive embodiment of the entire agreement between you and the Company withregard to this subject matter.  It isentered into without reliance on any promise or representation, written ororal, other than those expressly contained herein, and it supersedes any othersuch promises, warranties or representations. This Agreement may not be modified or amended except in a writing signedby both you and a duly authorized officer of the Company.  This Agreement shall bind the heirs, personalrepresentatives, successors and assigns of both you and the Company, and inureto the benefit of both you and the Company, their heirs, successors and assigns.  If any provision of this Agreement isdetermined to be invalid or unenforceable, in whole or in part, thisdetermination will not affect any other provision of this Agreement and theprovision in question shall be modified by the court so as to be renderedenforceable.  This Agreement shall bedeemed to have been entered into and shall be construed and enforced inaccordance with the laws of the State of Colorado as applied to contracts madeand to be performed entirely within Colorado.

 

**17.  EXPIRATION DATE OF OFFER.** This offer will expire at the end of the twenty-first day after youreceive this Agreement unless before that time, you sign and return thisAgreement to StarTek.  You acknowledgethat you first received this Agreement on March 17, 2010.

 

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If this Agreement is acceptable to you, please sign below and return theoriginal to me.  I wish you every successin your future endeavors.

 
|       |   | Sincerely,               |
|------------|--------|--------------------------|
|       |   |                     |
| ** ** |   | **STARTEK,  INC.**       |
|       |   |                     |
|       |   |                     |
|       | By:    | /s/  Susan L. Morse      |
| ** ** |   | **Susan  L. Morse**      |
|       |   | **SVP, Human Resources** |

 

**I HAVEREAD, UNDERSTAND AND AGREE FULLY TO WHAT IS SET FORTH IN THE FOREGOINGAGREEMENT, AND I ACKNOWLEDGE MY CONTINUING OBLIGATIONS UNDER THE PROPRIETARYINFORMATION, INVENTIONS, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT:**

 
|   |   | AGREED:         |
|--------|--------|-----------------|
|   |   |            |
|   |   |            |
|   |   | /s/  J. Damian  |
|   |   | **John Damian** |
|   |   |            |
|   |   |            |
|   |   | 4/30/2010       |
|   |   | Date            |

 

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**EXHIBIT A**

 

EmploymentAgreement

 

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** **

 

 

June 2,2009

 

Mr. JohnDamian

6898Serena Avenue

CastleRock, CO 80108

 

DearJohn:

 

StarTek, Inc.(“**Company**”) is very pleased to offer you,John J. Damian (“**Employee**”) employment as SeniorVice President, Sales reporting to Larry Jones, President and CEO.  Your start date is anticipated to be June 3,2009.

 

**1.****                                     ****EMPLOYMENT.**This letter (“Agreement”) states thecomplete 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 letterin the spaces indicated.

 

**2.****                                     *****AT-WILL EMPLOYMENT.****** ******It is understood and agreed byCompany and Employee that this Agreement does not contain any promise orrepresentation concerning the duration of Employee’s employment withCompany.  Employee specificallyacknowledges that his employment with Company is at-will and may be altered orterminated by either Employee or Company at any time, with or without causeand/or with or without notice.  Thenature, terms or conditions of Employee’s employment with Company cannot bechanged by any oral representation, custom, habit or practice, or any otherwriting.  In addition, that the rate ofsalary, any bonuses, paid time off, other compensation, or vesting schedulesare stated in units of years or months or weeks does not alter the at-willnature of the employment, and does not mean and should not be interpreted tomean that Employee is guaranteed employment to the end of any period of time orfor any period of time.  In the event ofconflict between this disclaimer and any other statement, oral or written,present or future, concerning terms and conditions of employment, the at-willrelationship confirmed by this disclaimer shall control.  This at-will status cannot be altered exceptin a writing signed by Employee and approved by the Company’s Board ofDirectors (the “Board of Directors”).***

 

**3.****                                     ****DUTIES.** Employee shall render exclusive, full-time services to Company as itsSenior Vice President, Sales.  Employeeshall perform services under this Agreement primarily at the Denver office ofCompany, and from time to time at such other locations as is necessary toperform Employee’s duties hereunder.  Inits sole discretion, Company may change, add to, or 

 

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eliminate any of Employee’sresponsibilities, working conditions and duties.  Employee shall devote Employee’s best effortsand full business time, skill and attention to the performance of such dutiesand responsibilities on behalf of Company.

 

**4.****                                     ****POLICIES AND PROCEDURES.** Employee is subject to and shall comply with the policies and proceduresof Company, as such policies and procedures may be modified, added to oreliminated from time to time at the sole discretion of Company, except to theextent any such policy or procedure specifically conflicts with the expressterms of this Agreement.  No written ororal policy or procedure of Company constitutes a contract between Company andEmployee.

 

**5.****                                     ****BASE SALARY.**  Employee’s initial Base Salary (hereafterdefined) shall be $225,000per annum.  For all services rendered andto be rendered hereunder, Company shall pay Employee, and Employee shall accepta salary as may be fixed by the Company from time to time (“**Base Salary**”) which will be paid periodicallyin accordance with normal Company payroll practices and shall be subject toDeductions.  The term “**Deductions**” means such employment taxes, deductions andwithholdings as Company is required to make pursuant to law, or by furtheragreement with the Employee.  Employee’sBase Salary shall be subject to periodic review and adjustment by Company.

 

**6.****                                     ****STOCK OPTIONS.** If the StarTek, Inc. Board of Directors approves, Employee will beawarded Incentive Stock options (to the extent allowed, with any remainderawarded as Non-Qualified Stock options) to purchase shares of StarTek, Inc.common stock.  The Company will proposethat Employee be granted options to purchase 75,000 shares having a strikeprice equal to the closing market price on the date awarded by the Board ofDirectors or Employee’s start date, whichever is later. To the extent thatCompany has or may grant Employee options to purchase shares of Company commonstock (“**Options**”), the vesting schedule,including without limitation, any acceleration upon change-in-control, and allother terms, conditions and limitations of such Options will be those set forthin the stock option plan pursuant to which such Options are granted, Optiongrant notices, and Option agreements approved by the Board of Directors andentered into by Employee.

 

**7.****                                     ****INCENTIVES.**  Employee may beeligible to participate in Company’s Incentive Bonus Plan on a pro-rated basisbeginning in 2009 with an annual bonus potential of $75,000 at 100% targetattainment (the “Bonus Potential”) and the Sales Commission Plan, each pursuantto the terms, conditions and limitations set forth therein.

 

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

 

**(a)****                                 ****Employee Benefits**. Employee shall be entitled to all benefits to which other executiveofficers 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 disabilityinsurance policies and plans, and the like, which may be maintained by Companyfor the benefit of its executives. Company reserves the right to alter, amend, or eliminate any of suchbenefits from time to time at Company’s discretion.

 

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**(b)****                                 ****Expense Reimbursement.** Company shall reimburse Employee for direct and reasonable out-of-pocketexpenses incurred by Employee in connection with the performance of Employee’sduties hereunder, according to the policies of Company which Company may, inits sole discretion, change from time to time.

 

**(c)           Paid Time Off (PTO).**  Employee will be entitled to paid time offaccording to Company’s policy, which Company may change in its discretion.  Notwithstanding such policy, the minimumamount of paid time off shall be 160 hours per annum, which will accrue insemi-monthly increments.  Employee willbe expected to manage Employee’s time off within the allowed amount with theapproval of Employee’s manager.  Notime-off is payable at termination.

 

**9.****                                     ****CONFIDENTIALINFORMATION, RIGHTS AND DUTIES.**

 

**(a)****                                                         ****Proprietary Information.**  Employee agrees to execute and abide byCompany’s Proprietary Information, Inventions, Non-Competition andNon-Solicitation Agreement (the “**ProprietaryInformation 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 Employeewhile employed by Company, are and shall remain the permanent and exclusiveproperty of Company.

 

**(c)****                                                         ****Non-Competition andNon-Solicitation. **Employee agrees that for a period oftwelve (12) months following his last day of employment with Company, he shallcontinue to comply with the non-competition and non-solicitation obligationsset forth in the Proprietary Information Agreement.

 

**10.****                              ****TERMINATION.** Employee and Company each acknowledge that either party has the right toterminate Employee’s employment with Company at any time for any reasonwhatsoever, with or with out cause or advance notice pursuant to the following:

 

**(a)****                                 ****Termination by Death orDisability.**  Subject to applicable state or federal law,in the event that Employee shall die during his employment hereunder or becomepermanently disabled, as evidenced by notice to Company and Employee’sinability to carry out his job responsibilities for a continuous period of morethan six months, Employee’s employment and Company’s obligation to makepayments hereunder shall terminate on the date of his death, or the date uponwhich, in the sole determination of the Board of Directors, Employee has becomepermanently disabled, except that Company shall pay Employee any salary earnedbut unpaid prior to termination, anyearned commissions payable to Employee according to the terms of a salescommission plan in which the Employee is participating immediately prior totermination, any benefits accrued prior to termination, and any businessexpenses that were incurred but not reimbursed as of the date of termination(the “**Accrued Compensation**”).  Vesting of all options shall cease on thedate of such termination.

 

**(b)****                                 ****Voluntary Resignation byEmployee.**  In the event that Employee voluntarilyterminates his employment with Company, Company’s obligation to make payments 

 

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hereunder shall cease upon such termination, exceptCompany shall pay Employee all Accrued Compensation.  Vesting of all options shall cease on thedate of such termination.

 

**(c)****                                 ****Termination for Cause.** In the event that Employee is terminated by Company for Cause (asdefined below), then Company shall have no obligation to pay any severancebenefits to Employee.  Company’s onlyobligation shall be to pay Employee all Accrued Compensation up to the date ofsuch termination.  Vesting of all equitygrants shall cease on such termination date.

 

**(d)****                                 ****Termination by the Companywithout Cause *.***

 

(I)                                    In the event Employee’s employment isterminated by Company for any reason but without Cause (which Company may do atits discretion) prior to May 1, 2010, then Company shall have noobligation to pay any severance benefits to Employee.  Company’s only obligation shall be to payEmployee all Accrued Compensation up to the date of such termination.  Vesting of all equity grants shall cease onsuch termination date.

 

(II)                                In the event Employee’s employment isterminated by Company (which Company may do at its discretion) at any timebetween May 1, 2010 and May 1, 2011 in connection with a claim orthreat of claim (as determined by Company in its discretion) made by TeleTechHoldings, Inc. (or its successors and assigns) against Employee or Companyin connection with or related to an alleged violation of the “Agreement toProtect Confidential Information, Assign Inventions, and Prevent UnfairCompetition and Unfair Solicitation” dated June 5, 2004,  between Employee and Teletech, then Companyshall have no obligation to pay any severance benefits to Employee.  Company’s only obligation shall be to pay Employeeall Accrued Compensation up to the date of such termination.  Vesting of all equity grants shall cease onsuch termination date.

 

(III)                            In the event Employee’s employment is terminated (x) betweenMay 1, 2010 and May 1, 2011 for any reason other than pursuant to Section 10(D)(II) abovebut without Cause , or (y) without Cause at any time following May 1,2011, and provided, in either event, that Employee executes a release in theform attached as **Exhibit B** (“**Release**”), and written a acknowledgment of Employee’scontinuing obligations under the Proprietary Information Agreement, then inaddition to payment of the Accrued Compensation, Employee shall be entitled toreceive (i) the equivalent of twelve (12) months of Employee’s annual BaseSalary as in effect immediately prior to the termination date, payable on thesame basis and at the same time as previously paid and subject to Deductions,commencing on the first regularly 

 

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scheduled pay date following the Effective Date of the Release; (ii) alump sum amount equal to Employee’s Annual Incentive Bonus Potential subject toDeductions; (iii) annual incentive bonus for the year during whichtermination occurs, pro-rated for time and performance as judged by CEO andsubject to Deductions; (iv) any commission payout as provided in the SalesCommission Plan for post termination payout; and (v) provided thatEmployee is eligible for and timely elects continuation of health insurancepursuant to COBRA, for a period of twelve (12) months Company shall also reimburse Employee for a portionof the cost of Employee’s COBRA premiums that is equal to, and does notexceed,  Company’s monthly contributiontowards Employee’s health benefit premiums as of the date of termination *provided, however,*that Company’s obligation to pay Employee’sCOBRA premiums will cease immediately in the event Employee becomes eligiblefor group health insurance during the twelve (12) months period, and Employeehereby agrees to promptly notify Company if Employee becomes eligible to becovered by group health insurance in such event ((i) (ii), (iii), and (iv) collectively,the “**Severance Benefits**”).

 

**(e)****                                 ****Definition ofCause. **For purposes of this Agreement, “**Cause**” means (i) Employee’s incompetence or failure or refusal to performsatisfactorily any duties reasonably required of the Employee by Company; (ii) Employee’sviolation 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 oromission of or engaging in any act or practice which constitutes a materialbreach of the Employee’s fiduciary duty to Company, involves personaldishonesty on the part of the Employee or demonstrates a willful or continuingdisregard for the best interests of Company; or (iv) the Employee’sengaging in dishonorable or disruptive behavior, practices or acts which wouldbe reasonably expected to harm or bring disrepute to Company, its business orany of its customers, employees or vendors.

 

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

 

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**12.****                              ****MISCELLANEOUS.**

 

**(a)****                                 ****Taxes.**  Employee agrees to be responsible for the payment ofany taxes due on any and all compensation, stock option, or benefit provided byCompany pursuant to this Agreement. Employee agrees to indemnify Company and hold Company harmless from anyand all claims or penalties asserted against Company for any failure to paytaxes due on any compensation, stock option, or benefit provided by Companypursuant to this Agreement.  Employeeexpressly acknowledges that Company has not made, nor herein makes, anyrepresentation about the tax consequences of any consideration provided byCompany 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 hereofwaived, except by a writing executed by each of the parties hereto or, in thecase of a waiver, by the party waiving compliance.  Failure of any party at any time or times torequire performance of any provision hereof shall in no manner affect suchParty’s right at a later time to enforce the same.  No waiver by a party of a breach of any termor covenant contained in this Agreement, whether by conduct or otherwise, inany one or more instances shall be deemed to be or construed as a further orcontinuing waiver of agreement contained in the Agreement.

 

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

 

**(d)****                                 ****Notices.**  All notices given hereunder shall be given bycertified mail, addressed, or delivered by hand, to the other party at theaddress as set forth herein for such party, or at any other address hereafterfurnished 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 itsmailing or delivery and shall be deemed given, delivered or completed on suchdate.

 

**(e)****                                 ****Governing Law; PersonalJurisdiction and Venue.**  This Agreement and all disputes relatingto this Agreement shall be governed in all respects by the laws of the State ofColorado as such laws are applied to agreements between Colorado residentsentered into and performed entirely in Colorado.  The Parties acknowledge that this Agreementconstitutes the minimum contacts to establish personal jurisdiction in Coloradoand agree to Colorado court’s exercise of personal jurisdiction.

 

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

 

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We look forward to having you continue to work with usat StarTek, Inc.  If you wish toaccept this offer under the terms and conditions described above, please signand date this letter and the attached ProprietaryInformation Agreement and return them to me by [Acceptance date].  If you have any questions about the terms ofthis offer, please do not hesitate to call me to discuss our offer at yourearliest convenience.

 
| **STARTEK, INC.**                                               |                 |
|-----------------------------------------------------------------|----------------------|
|                                                            |                 |   |
|                                                            |                 |   |
| By:                                                             | /s/ Susan L. Morse   |   |
|                                                            | Susan L. Morse       |   |
| Its:                                                            | SVP, Human Resources |   |
|                                                            |                 |   |
|                                                            |                 |
| I have read this offer and I understand and I accept its terms. |                 |
|                                                            |                 |
|                                                            |                 |
| /s/ J. Damian                                                   |                 |
| John J. Damian                                                  |                 |
|                                                            |                 |   |
|                                                            |                 |   |
| Date:                                                           | 6/3/2009             |   |

 

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**EXHIBIT A**

 

**MANAGER, EXECUTIVE PERSONNEL ORASSISTANTS’**

**PROPRIETARY INFORMATION,INVENTIONS,**

**NON-COMPETITION, ANDNON-SOLICITATION AGREEMENT**

 

ThisManager, Executive Personnel or Assistants’ Proprietary Information,Inventions, Non-competition, and Non-solicitation Agreement (“**Agreement**”) is made in consideration for myemployment or continued employment by StarTek, Inc.****orits 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, Iwill hold in strictest confidence and will not disclose, use, lecture upon orpublish any of the Company’s Proprietary Information (defined below), except assuch disclosure, use or publication may be required in connection with my workfor the Company, or unless an officer of the Company expressly authorizes suchin writing.  I will obtain Company’swritten approval before publishing or submitting for publication any material(written, verbal, or otherwise) that relates to my work at Company and/orincorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in suchProprietary Information and recognize that all Proprietary Information shall bethe sole property of the Company and its assigns.

 

**1.2          Proprietary Information. **The term “**Proprietary Information**” shall mean any and all confidentialand/or proprietary knowledge, data or information of the Company.  By way of illustration but not limitation,Proprietary Information includes (a) trade secrets, inventions, maskworks, 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) informationregarding plans for research, development, new products, marketing and selling,business plans, budgets and unpublished financial statements, licenses, pricesand costs, suppliers and customers; and (c) information regarding theskills and compensation of other employees of the Company.  Notwithstanding the foregoing, it isunderstood that, at all such times, I am free to use information which isgenerally known in the trade or industry, which is not gained as result of abreach of this Agreement, and my own, skill, knowledge, know-how and experienceto whatever extent and in whichever way I wish.

 

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

 

**1.4          No Improper Use of Information of Prior Employers andOthers. **During my employment by the Company I will notimproperly use or disclose any confidential information or trade secrets, ifany, of any former employer or any other person to whom I have an obligation ofconfidentiality, and I will not bring onto the premises of the Company anyunpublished documents or any property belonging to any former employer or anyother person to whom I have an obligation of confidentiality unless consentedto in writing by that former employer or person.  I will use in the performance of my dutiesonly information which is generally known and used by persons with training andexperience comparable to my own, which is common knowledge in the industry orotherwise legally in the public domain, or which is otherwise provided ordeveloped by the Company.

 

**2.             ASSIGNMENT OF INVENTIONS.**

 

**2.1          Proprietary Rights. **The term “**ProprietaryRights”**shall meanall trade secret, patent, copyright, mask work and other intellectual propertyrights throughout the world.

 

**2.2          Prior Inventions. **Inventions, if any, patented orunpatented, which I made prior to the 

 

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commencement of myemployment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I haveset forth on *Schedule A*(Previous Inventions)attached hereto a complete list of all Inventions that I have, alone or jointlywith others, conceived, developed or reduced to practice or caused to beconceived, developed or reduced to practice prior to the commencement of myemployment with the Company, that I consider to be my property or the propertyof third parties and that I wish to have excluded from the scope of thisAgreement (collectively referred to as “**PriorInventions**”).  If disclosureof any such Prior Invention would cause me to violate any prior confidentialityagreement, I understand that I am not to list such Prior Inventions in ScheduleA but am only to disclose a cursory name for each such invention, a listing ofthe party(ies) to whom it belongs and the fact that full disclosure as to suchinventions has not been made for that reason. A space is provided on Schedule A for such purpose.  If no such disclosure is attached, Irepresent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate aPrior Invention into a Company product, process or machine, the Company ishereby granted and shall have a nonexclusive, royalty-free, irrevocable,perpetual, worldwide license (with rights to sublicense through multiple tiersof sublicensees) to make, have made, modify, use and sell such PriorInvention.  Notwithstanding theforegoing, I agree that I will not incorporate, or permit to be incorporated,Prior Inventions in any Company Inventions without the Company’s prior writtenconsent.

 

**2.3          Assignment of Inventions.**  Subject toSections 2.4, and 2.6, I hereby assign and agree to assign in the future (whenany such Inventions or Proprietary Rights are first reduced to practice orfirst 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 Rightswith respect thereto) whether or not patentable or registrable under copyrightor 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 withthe Company.  Inventions assigned to theCompany, or to a third party as directed by the Company pursuant to this Section 2,are hereinafter referred to as “**CompanyInventions**.”

 

**2.4          Nonassignable Inventions.**  I recognizethat this Agreement will not be deemed to require assignment of any inventionwhich was developed entirely on my own time without using the Company’sequipment, supplies, facilities, or trade secrets and neither related to theCompany’s actual or anticipated business, research or development, nor resultedfrom 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 dayof my employment with the Company, I will promptly disclose to the Companyfully and in writing all Inventions authored, conceived or reduced to practiceby me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patentapplications filed by me or on my behalf within a year after termination ofemployment.  At the time of each suchdisclosure, I will advise the Company in writing of any Inventions that Ibelieve are Nonassignable Inventions and I will at that time provide to theCompany in writing all evidence necessary to substantiate that belief.  The Company will keep in confidence and willnot use for any purpose or disclose to third parties without my consent anyconfidential information disclosed in writing to the Company pursuant to thisAgreement relating to Inventions that have been identified as NonassignableInventions.

 

**2.6          Government or Third Party.**  I also agreeto assign all my right, title and interest in and to any particular Inventionto a third party, including without limitation the United States, as directedby the Company.

 

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

 

**2.8          Enforcement of Proprietary Rights.**  Iwill assist the Company in every proper way to obtain, and from time to timeenforce, United States and foreign Proprietary Rights relating to CompanyInventions in any and all countries.  Tothat end I will execute, verify and deliver such documents and perform suchother acts (including appearances as a witness) as the Company may reasonablyrequest for use in applying for, obtaining, perfecting, evidencing, sustainingand enforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify anddeliver assignments of such Proprietary Rights to the Company or itsdesignee.  My obligation to assist theCompany with respect to 

 

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Proprietary Rightsrelating to such Company Inventions in any and all countries shall continuebeyond the termination of my employment, but the Company shall compensate me ata reasonable rate after my termination for the time actually spent by me at theCompany’s request on such assistance.

 

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

 

**3.             NO CONFLICTS OR SOLICITATION.** I agree that during the period of myemployment by the Company I will not, without the Company’s express writtenconsent, engage in any other employment or business activity directly relatedto the business in which the Company is now involved or becomes involved, norwill I engage in any other activities which conflict with my obligations to theCompany.  To protect the Company’sProprietary Information, and because of the position in the Company that Ihold, I agree that during my employment with the Company whether full-time orpart-time and for a period of twelve (12) months after my last day ofemployment with the Company (regardless of the circumstances of mytermination), I will not (a) directly or indirectly solicit or induce anyemployee of the Company to terminate or negatively alter his or herrelationship with the Company or (b) directly or indirectly solicit thebusiness of any client or customer of the Company (other than on behalf of theCompany) or (c) directly or indirectly induce any client, customer,supplier, vendor, consultant or independent contractor of the Company toterminate or negatively alter his, her or its relationship with theCompany.  I agree that the geographicscope of the non-solicitation should include the “Restricted Territory” (asdefined below).

 

**4.             COVENANT NOT TO COMPETE.**  Iacknowledge that during my employment I will have access to and knowledge ofProprietary Information.  I alsoacknowledge that during my employment with the Company, I have held and/or willhold a management or executive position or am, or will be, an assistant to amanager or executive.  To protect theCompany’s Proprietary Information, and because of the position in the Companythat I hold, I agree that during my employment with the Company whetherfull-time or part-time and for a period of twelve (12)  months after my last day of employment withthe Company (regardless of the circumstances of my termination), I will notdirectly or indirectly personally participate or engage in (whether as anemployee, consultant, proprietor, partner, director or otherwise), or have anyownership interest in, or participate in the financing, operation, managementor control of, any person, firm, corporation or business that engages in a “RestrictedBusiness” in a “Restricted Territory” (as defined below).  It is agreed that ownership of (i) nomore than one percent (1%) of the outstanding voting stock of a publicly tradedcorporation, or (ii) any stock I presently own shall not constitute aviolation of this provision.

 

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

 

**4.2         **Asused herein, the terms:

 

**(i)**            “**Restricted Business**” shall mean the design,development, marketing, commercialization or sales of any products or servicesthat directly compete in the marketplace with any such product then sold by theCompany or then in development by the Company and projected to be sold withinone (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 businessand any other country, city, state, jurisdiction, or territory in which theCompany does business.

 

**5.             RECORDS.**  I agree tokeep and maintain adequate and current records (in the form of notes, sketches,drawings and in any other form that may be 

 

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required by the Company)of all Proprietary Information developed by me and all Inventions made by meduring the period of my employment at the Company, which records shall beavailable to and remain the sole property of the Company at all times.

 

**6.             NO CONFLICTING OBLIGATION.**  Irepresent that my performance of all the terms of this Agreement and as anemployee of the Company does not and will not breach any agreement to keep inconfidence information acquired by me in confidence or in trust prior to myemployment by the Company.  I have notentered into, and I agree I will not enter into, any agreement either writtenor oral in conflict herewith.

 

**7.             RETURN OF COMPANY MATERIALS.** When I leave the employ of the Company, I will deliver to the Companyany and all drawings, notes, memoranda, specifications, devices, formulas, anddocuments, together with all copies thereof, and any other material containingor disclosing any Company Inventions, Third Party Information or ProprietaryInformation of the Company.  I furtheragree that any property situated on the Company’s premises and owned by theCompany, including disks and other storage media, filing cabinets or other workareas, is subject to inspection by Company personnel at any time with orwithout notice.

 

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

 

**9.             NOTICES.**  Any noticesrequired or permitted hereunder shall be given to the appropriate party at theaddress specified below or at such other address as the party shall specify inwriting.  Such notice shall be deemedgiven upon personal delivery to the appropriate address or if sent by certifiedor 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 tothe notification of my new employer of my rights and obligations under thisAgreement.

 

**11.          GENERAL PROVISIONS.**

 

**11.1        Governing Law; Consent to Personal Jurisdiction and ExclusiveForum.**  This Agreement will be governed by andconstrued according to the laws of the State of Colorado without regard toconflicts of law principles.  I herebyexpressly understand and consent that my employment is a transaction ofbusiness in the State of Colorado and constitutes the minimum contactsnecessary to make me subject to the personal jurisdiction of the federal courtslocated in the State of Colorado, and the state courts located in the County ofBoulder County, Colorado, for any lawsuit filed against me by Company arisingfrom or related to this Agreement.  Iagree and acknowledge that any controversy arising out of or relating to thisAgreement or the breach thereof, or any claim or action to enforce thisAgreement or portion thereof, or any controversy or claim requiringinterpretation of this Agreement must be brought in a forum located within theState of Colorado.

 

**12.          Severability.** In case any one or more of the provisions contained in this Agreementshall, for any reason, be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect theother provisions of this Agreement, and this Agreement shall be construed as ifsuch invalid, illegal or unenforceable provision had never been containedherein.  If any restriction set forth inthis Agreement is found by any court of competent jurisdiction to beunenforceable because it extends for too long a period of time or over toogreat a range of activities or in too broad a geographic area, it shall beinterpreted to extend only over the maximum period of time, range of activitiesor geographic area as to which it may be enforceable.

 

**12.1        Successors and Assigns.**  This Agreementwill be binding upon my heirs, executors, administrators and other legalrepresentatives and will be for the benefit of the Company, its successors, andits assigns.

 

**12.2        Survival.**  The provisionsof this Agreement shall survive the termination of my employment and theassignment of this Agreement by the Company to any successor in interest orother assignee.

 

**12.3        No Employment Rights.**  I agree andunderstand that my employment is at-will which means I or the company each havethe right to terminate my employment at will, with or without advanced noticeand with or without cause.  I furtheragree and understand that nothing in this Agreement 

 

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shall confer any rightwith respect to continuation of employment by the Company, nor shall itinterfere in any way with my right or the Company’s right to terminate myemployment at any time, with or without cause.

 

**12.4        Waiver.**  No waiver by the Company of anybreach of this Agreement shall be a waiver of any preceding or succeedingbreach.  No waiver by the Company of anyright under this Agreement shall be construed as a waiver of any otherright.  The Company shall not be requiredto give notice to enforce strict adherence to all terms of this Agreement.

 

**12.5        Entire Agreement.**  The obligationspursuant 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 previouslyemployed, or am in the future employed, by the Company as a consultant if noother agreement governs nondisclosure and assignment of inventions during suchperiod.  This Agreement is the final,complete and exclusive agreement of the parties with respect to the subjectmatter hereof and supersedes and merges all prior discussions between us.  No modification of or amendment to thisAgreement, nor any waiver of any rights under this Agreement, will be effectiveunless in writing and signed by the party to be charged.  Any subsequent change or changes in myduties, salary or compensation will not affect the validity or scope of thisAgreement

 

This Agreement shall beeffective as of the first day of my employment with the Company, namely:  June 1, 2009

 

**I HAVE READ THIS AGREEMENT CAREFULLY ANDUNDERSTAND ITS TERMS.  I HAVE COMPLETELYFILLED OUT SCHEDULE A TO THIS AGREEMENT.**

 

 

Dated: 6/3/2009

 

 
| /s/ J. Damian  |   |
|----------------|--------|
| John R. Damian |   |

 

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**SCHEDULE A**

 

**TO:****                                                                     ****StarTek, Inc.**

 

**FROM:**

 

**DATE:**

 

**SUBJECT:****                               ****Previous Inventions**

 

**1.**                                    Except aslisted in Section 2 below, the following is a complete list of allinventions 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 practiceby me alone or jointly with others prior to my engagement by the Company:

 

o                                  No inventionsor improvements.

 

o                                  See below:

 

 

 

 

o                                  Additionalsheets attached.

 

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

 
| ** ** | ** ** | **Invention or Improvement** | ** ** | **Party(ies)** | ** ** | **Relationship** |
|------------|------------|------------------------------|------------|----------------|------------|------------------|
|       |       |                         |       |           |       |             |
| **1.**     |       |                         |       |           |       |             |
|       |       |                         |       |           |       |             |
| **2.**     |       |                         |       |           |       |             |
|       |       |                         |       |           |       |             |
| **3.**     |       |                         |       |           |       |             |

 

 ̈                                  Additionalsheets attached.

 

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**EXHIBIT B**

 

**RELEASE**

 

Inexchange for the consideration provided to me by this Agreement that I am nototherwise entitled to receive, I hereby generally and completely release theCompany 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 thetermination of that employment, including, but not limited to: (1) allclaims related to my compensation or benefits from the Company, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests inthe Company; (2) all claims for breach of contract, wrongful termination,and breach of the implied covenant of good faith and fair dealing; (3) alltort claims, including claims for fraud, defamation, emotional distress, anddischarge in violation of public policy; and (4) all federal, state, andlocal statutory claims, including claims for discrimination, harassment,retaliation, attorneys’ fees, or other claims arising under the federal CivilRights Act of 1964 (as amended), the federal Americans with Disabilities Act of1990, 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 anyclaim arising out of or with regard to: (i) any payment to be made to meby the Company in connection the termination of employment as contemplated bythe Employment Agreement, or (ii) any statutory obligation that theCompany may have with regard to the continuation of benefits.

 

**[IF APPLICABLE] ADEA Waiver andRelease**.  I acknowledge that Iam knowingly and voluntarily waiving and releasing any rights I may have underthe ADEA, as amended.  I also acknowledgethat the consideration given for the waiver and release in the precedingparagraph hereof is in addition to anything of value to which I was alreadyentitled.  I further acknowledge that Ihave been advised by this writing, as required by the ADEA, that:  (a) my waiver and release does not applyto any rights or claims that may arise after the execution date of thisAgreement; (b) I have been advised that I have the right to consult withan attorney prior to executing this Agreement; (c) I have been giventwenty-one (21) days to consider this Agreement; (d) I have seven (7) daysfollowing the execution of this Agreement by the parties to revoke theAgreement; and (e) this Agreement will not be effective until the dateupon which the revocation period has expired, which will be the eighth dayafter this Agreement is executed by you, provided that the Company has alsoexecuted this Agreement by that date (“Effective Date”).  *The parties acknowledgeand agree that revocation by you of the ADEA Waiver and Release is noteffective to revoke your waiver or release of any other claims pursuant to thisAgreement.*

 

Iagree not to disparage  Company or  Company’s officers, directors, employees,shareholders, parents, subsidiaries, affiliates, and agents, in any mannerlikely to be harmful to them or their business, business reputation or personalreputation; *provided that* I mayrespond accurately and fully to any question, inquiry or request forinformation when required by legal process

 
| By: |   |   | Date: |   |
|-----|--------|--------|-------|--------|

 

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