**Exhibit 10.1**

 

[*] = Certainconfidential information contained in this document, marked with brackets, hasbeen omitted and filed separately with the Securities and Exchange Commissionpursuant to a request for confidential treatment made pursuant to Rule 24b-2under the Securities Exchange Act of 1934, as amended.

 

This Work Order No. 20070105.006.S.013(“WO”) is issued pursuant to the Master Services Agreement No. 20070105.006.Cdated January 26, 2007 (“Agreement”) between AT&T Services Inc. (“AT&T”)and StarTek, Inc. (“Supplier”) and the Agreement is incorporated byreference herein. Capitalized terms used in this WO not otherwise definedherein shall have the definitions specified in the Agreement.  If the WO conflicts with the terms and conditionsof the Agreement, the terms and conditions of the Agreement shall controlunless set forth in the “Special Considerations” section of this WO in whichcase the WO shall govern and control.

 

AT&T hereby authorizes Supplier to perform the following Services:

 

**1.  SCOPE OFWORK**

 

1.1                            Supplier customer servicesrepresentatives (“CSRs”) shall take and handle inbound customer care inquiriesfor **AT&T’s Mobility Business End UserCare (“BEUC”) program** (“Program”) which shall consist of thefollowing four (4) line groups (“Line Group(s)”):

 

a.          GBS Corporate Responsible User (CRU) for NationalBilling Instance ( NBI)/Telegence (TLG)

 

b            GBS Corporate Responsible User (CRU)Care

 

c.          GBS Advanced Network Services (ANS)Laptop Connect (LTC)

 

d.         Returned Mail

 

1.2                            Supplier shall assist AT&T BEUCcustomers with the following issues seven (7) days a week subject toapplicable laws at the rates set forth in Exhibit B attached hereto. Anyother business customer care activities or changes that result in the nature ortype, market or mix of call to change shall be subject to Section 4.22(Change Management) of the Agreement.

 

I.                                     Account Maintenance

a.              billing statement questions

b.             adjustments

c.              changes to features/services (e.g.up-selling services)

d.             changes of billing information

e.              customer issues relative to price plans

f.                customer cancellation inquiries

g.             adding / deleting promotions &featuresh.             contract inquiries and termination datesi.                 rate plan changes

j.                  account updates

k.              lost / stolen phone resolutions

1.              cancel requests

m.           promotion / plan clarification

n.             programming phones

o.              equipment and features instructions

p.              voice mail resets

q.             respond to coverage concerns

r.                 equipment (wireless cell phones and PDAs)changes

s.               Migration of customers between billingapplication

t.                Completion of downtime form and offline services

u.              Escalated services/resolution

 

II.                                 Clerical/User ID Services

a.             Activities directly related to dataentry, updating, typing, filing, creation of job aids, updating agentcommunication web sites, maintenance of AT&T user IDs and such otheractivities as are approved by AT&T in writing.

 

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III                              Tier 2 Voice Data Troubleshooting

 

a.         Handle customer questions, complaints,and billing inquiries with the highest degree of courtesy and professionalismto resolve customer issues with one call resolution.

 

b.        Offer alternative solutions whereappropriate with the objective of retaining customer’s business.

 

c.         Handle business transactions inconnection with activation of new customer accounts on a computer terminal.

 

d.        Communicate with customers usingweb-based tools and demonstrates the associated proficiency in typing andgrammar.

 

e.         Make financial decisions toprotect/collect revenues and adjusts customer accounts.

 

f.           Respond to internal calls from all levelsof the Business Customer Services organization.

 

g.        Provide detailed troubleshooting andeducation to representatives in the areas of systems, equipment, and networkissues.

 

h.        Support call types including but notlimited to GSM, GPRS — including MMS, SMS, WAP protocols, TDMA, AT&Tbilling systems, PTT, Answer Tones, and UMTS network technologies.

 

i.            Submit /clarify cases to higher tiernetwork teams when necessary.

 

j.            Open, maintain, escalate and closeclarify cases as necessary.

 

k.         Communicate with external customers whentroubleshooting and resolving customer issues.

 

l.            Track and report technical problems andtrends.

 

m.      Notification of issues and outages tocustomer facing groups through Dashboard, END, CSP, and Primus.

 

n.        Accept transfers from the rest ofAT&T Care related to complex Wireless Data service issues.

 

o.        Aid customers in the troubleshooting andconfiguration of AT&T software such as PC cards, RIM Blackberry, PersonalDigital Assistants and laptop computers.

 

p.        Assess and complete troubleshooting onthe AT&T wireless data network (GPRS / EDGE).

 

q.        Provide best-in-class customer serviceand advanced product support to AT&T Laptop Connect customers.

 

r.           Laptop Connect subscriber call typessupported on this ANS incoming call queue include but are not limited totethering via Communication Manager, Dell, SONY and other manufacturer embeddedmodem laptops, Apple compatible modem and air card equipment, Sierra WirelessWatcher, Dial Up Networks, all PC card products and related error messages.

 

s.         Accept transfers from internal AT&Tdepartments related to complex wireless data service issues.

 

t.           Product support includes but is notlimited to AT&T provided equipment, standard hardware operating systems,AT&T provided applications, the AT&T data network (GPRS/EDGE/UMTS),application gateways and customer application servers.

 

u.        Troubleshoot and escalate undocumentedwireless data issues for research and resolution.

 

IV                              P&R Project Work

a.         Bill Reprint P&R Project Work:

1.         Thecustomer’s request a reprint/resending of a past bill.  It could be forany of a number of reasons, possibly including:

i.            Billreceived was not complete, missing pages

ii.         Needanother copy of the bill for invoicing or reconciliation of expenses

iii.      Addresswas wrong and never received

iv.     Neverreceived for whatever reason

2.         Theagent researches the account to ensure address is complete and correct againstbilling information or to find any other account issues.

3.         Agentworks case to reprint a new copy of the bill and closes it out.

 

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b.        ReRates P&R Project Work:

1.         Thecustomer calls in to AT&T and through discussion with an agent. It is foundthat a complex rerate is needed due to any number of reasons, possiblyincluding:

i.                  Thetime span in question is not the current bill cycle

ii.               Theinformation is complex and the change will take careful research to find thecredit/adjustment totals

2.         Ouragent pulls the case and researches the notes, account information andcredit/adjustment history to determine what resolution is needed.

3.         Issuesthe credit/adjustment as needed and closes out the case.

 

c.         Equipment Research P&R Project Work:

1.         Utilizethe KANA system to look at cases that are opened once a piece of equipment isreturned to Warranty Exchange for a variety of reasons, possibly including:

i.                  Buyer’sremorse from online orders

ii.               Faultyequipment from online orders

2.         Researchesthe amount of the original cost to the customer and then works to apply thatcredit to the account to “zero out” the transaction

3.         Insome cases, the method of ordering is something we can not reverse/applyagainst, so the case is notated with the research performed on the account andthen resubmit the case back for handling by AT&T internal.

 

1.3                            Services shall be performed Mondaythrough Sunday, including Holidays as set forth in Exhibit B, at the hoursof operations (“Hours of Operation”) set forth below by site (“Site”):

 

a.                      [*]                                                                                                                                                [*]

b.                     [*]                                                                                                                                                [*]

 

Hoursof Operation may be amended from time to time as set forth in Section 4.22(Change Management) of the Agreement. AT&T reserves the right to modify(decrease or increase) Hours of Operation upon [*] calendar days written noticeto Supplier.

** **

**2.  PRIMARY CONTACT INFORMATION**

 

2.1                            The following will perform the functionof primary Supplier Project Manager for the Program for the duration of thisWO.  Supplier will use reasonablecommercial efforts to retain the resource in this position.

** **
| **AT&T Contact(s)** | ** ** | **Supplier  Contact(s)** |
|-------------------------|------------|--------------------------|
| ** **              | ** ** | ** **               |
| Name: [*]               |       | Name: [*]                |
| Address: [*]            |       | Address: [*]             |
| Phone: [*]              |       | Phone: [*]               |
| Cell: [*]               |       | Cell: [*]                |
| E-mail: [*]             |       | E-mail:  [*]             |

 

**3.****           ****TERM**

** **

3.1                            The Term of this WO shall commence on November 30,2008 (“Effective Date”), and shall continue until midnight on November 30,2010 (the “Initial Term). The WO may be terminated as allowed in the Agreementor in this WO.

 

**4.****           ****SERVICE SPECIFICATIONS ANDREQUIREMENTS**

 

4.1                            The deliverables to be delivered bySupplier to AT&T pursuant to this WO are listed in Exhibit A “DeliverablesMatrix” (the “Deliverables”).

 

**5.****           ****AT&T SYSTEMS USE AND DOWNTIME**

 

5.1                           Should AT&T systems becomeunavailable to Supplier, Supplier will follow the notification instructions

 

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contained in AT&T’s Downtime Policy as provided byAT&T. Supplier will utilize downtime forms to capture call information onthe AT&T-provided downtime forms and will input into AT&T systems assoon as reasonably possible after restoration of the impacted systems. AT&Tshall pay the applicable Billable Hour rate for this function.  Supplier shall be excused from PerformanceStandards for the duration of the system outage.

 

5.2                           If the telecommunications systems are infailure due to AT&T, AT&T may require Supplier’s CSRs to go into pureAUX state, whereby they are not receiving calls. AT&T shall still becharged the actual outage time incurred for the amount of time affected.Supplier shall be excused from Performance Standards for the duration of theoutage.

 

5.3                           The AT&T system will be completelydown during certain after-hour times and other scheduled timesthroughout the year for maintenance. When practical, AT&T will advise Supplier of the scheduledmaintenance at least [*] hours prior to the times and dates that the systemswill not be available due to maintenance.

 

5.4                             Notwithstanding the foregoing, in theevent of a Supplier system/telecommunications outage, Supplier will utilizeCSRs’ [*] for offline work and training for the duration of the outage.AT&T will be charged only for [*] during the duration of a Supplier systemoutage.

 

**6.  PERFORMANCE STANDARDS:**

 

6.1                            AT&T and Supplier have developed thestandards set forth in this WO, (hereinafter “Performance Standards”) to ensurethe delivery of high quality, efficient customer service. Effective uponsignature of this WO by both parties (“Execution Date”), Performance Standardmeasurements for Sites existing on the Execution Date shall begin the monthfollowing the Execution Date, or for the Performance Standards related to FirstCall Resolution, the next full or prorated per complete months remaining, asthe case may be, calendar quarter. Performance Standards for Sites openingafter the Execution Date shall be applicable to Services performed from aparticular Site/Line Group [*] after Site opening, or as outlined in thePerformance Measurements stated in Section 6.3.  Furthermore, any time a particular Site/LineGroup increases by more than [*] over a [*] period, Performance Standards shallnot apply with respect to such Site/Line Group until [*] after the incrementalSite/Line Group staff has been in Production handling customer calls. Beforethe application of any of the Performance Standards, the parties agree to meetand discuss in good faith changes to the Performance Standards set forth andthe relevant AT&T invoice credits and Supplier earned debits or bonuseswith respect to such Performance Standards based on performance prior to suchPerformance Standards taking effect. Performance Standards hereunder shall bemeasured by Line Group at each Site and shall exclude calls handled by the IVRand those calls subject to waivers as set forth herein this WO. Any invoicecredits owed or debits earned by Supplier shall only apply to the Servicesinvoiced for the particular Site/Line Group subject to Section 1.2 hereinfor which it was measured and shall be assessed to Billable Hours only.  AT&T invoice credits, Supplier earneddebits to AT&T invoice credits, and bonuses will be calculated monthly(except however First Call Resolution For Post Call Survey shall be calculatedquarterly) and shall be applied on a quarterly basis.  In addition to the credits and debitsidentified in this Section 6, AT&T may at it’s sole discretion, offer theopportunity for Supplier to earn debits related to attainment of stretchtargets that may be included in the [*] Day Lock, hereinafter referred to as “StretchTarget Bonus”.

 

6.2                          Call Volume Forecasting / Staffing. Eachmonth on a by Site/Line Group basis, AT&T shall provide Supplier [*]written forecasts to be used by Supplier as a guide for recruitment, planningand staffing activities. The [*] written forecasts are as follows:

 

1.               [*]-Day Outlook Forecast with therequired number of Full Time Equivalents (“FTEs”) by Site/Line Group forrecruitment purposes.

 

2.               [*]-Day Locked Forecast with theestimated daily number of calls by Site/Line Group for planning purposes (“[*]Day Lock”).

 

3.               [*]-Day Forecast with daily call arrivalpatterns by Site/Line Group.

 

Supplier shall provide FTE staffing pursuant to the mutually agreedupon [*] Day Lock based upon the [*]-Day Outlook Forecast, which will includean assumption of [*] days of initial Program training and [*] days of Nesting,by Site/Line Group. Notwithstanding the foregoing, in the event that AT&Trequests training to extend beyond [*] days of initial Program training and [*]days of Nesting and Supplier determines that the change will affect Supplier’sability to staff accurately, the parties shall address the change subject to Section 4.22(Change Management) of the Agreement. Nesting Agents will be included in the FTE count, based on their % ofproductivity for the given Nesting timeframe.

 

The mutually agreed upon [*] Day Lock represents a commitment byAT&T and Supplier with respect to

 

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staffing levels. Staffing Level is defined as the total overall FTEcommitted per day.  This FTE includesProduction FTE counted at 100% and Nesting FTE Counted at their applicableproduction % for that day in Nesting. Once the [*]-Day Lock is agreed to,AT&T agrees to compensate Supplier for the Billable Hours incurred for theapplicable months which shall be no less than [*] percent ([*]%) of the [*]-DayCommitment, and it is Supplier’ responsibility to staff to the [*]-Day Lock asmutually agreed upon.   In cases whereSupplier has duplicate Line Groups across Sites, Supplier reserves the right toincrease or decrease volumes at a Site level as long as the [*]-Day Lockremains unchanged.

 

Each [*]-Day Forecast will be prepared on a Site/Line Group basis in[*] intervals and will include estimated call volumes, estimated average handletimes, estimated shrinkage percentages and, when available, any otherinformation which would be relevant for Supplier in providing the Services.

 

Both AT&T and Supplier will need to agree upon the volume forecastsand related staffing when the [*]-Day Lock represents +/- [*]% change from theprevious [*]-Day Lock, as it may require additional new hire training. TheParties shall mutually agree upon adjusted staffing for the modified forecastvolumes pursuant to Section 4.22 (Change Management) of the Agreement.Notwithstanding the foregoing, in the event a Site staffing decrease is thelesser of (a) [*] CSRs or (b) [*] percent ([*]%) of the Site,Supplier shall have [*] days from receipt of written notice to decrease the[*]-Day Lock Forecast if it can demonstrate to AT&T’s reasonablesatisfaction that such Site staffing decrease triggers notificationrequirements pursuant to the WARN Act.

 

a)                                  The Performance Standards outlined herein this WO may be changed by AT&T upon[*] days written notice to Supplier per the procedure outlined in Section 4.22(Change Management) of the Agreement.

 

b)                                 Notwithstanding the foregoing, Suppliershall be waived for Performance Standards inbreach under this WO or the Agreement to the extent caused by AT&T or ifactualcall volume for such Program exceeds or is less than the [*]-Day Lock for suchSite/Line Group by more than [*] percent ([*]%) or as otherwise set forth inthis WO orthe Agreement.

 

c)                                  Failure to meet the same PerformanceStandard at the same Site/Line Group for [*] consecutive months shall beconsidered a material default.

 

d)                                 Supplier shall provide at least [*] ofthe staffing pursuant to the [*]-DayLock per day and in any case shall use reasonable efforts to achieve [*] of thestaffing pursuant to the [*]-Day Lock, and AT&T shall provide at least [*]percent ([*]%) of the Billable Hours pursuant to the [*]-Day Lock.

 

6.3                            PerformanceStandards: The following Performance Standards shall apply to GBS CRU NBI/TLG,GBS CRU CARE, and GBS ANS LTC line groups only, and shall be subject to materialdefault and the applicable AT&T invoice credit or Supplier earned debit toAT&T’s invoice credit. 

 

6.3.1                        First Call Resolution Rate (“FCR”) forWAVE:

 

For the purposes of thisPerformance Standard, FCR will be calculated based upon the performance resultsof First Call Resolution (“FCR”) GAP. FCR GAP is the percentage variance between the possible First CallResolution score and the actual FCR score and is more particularly defined in Exhibit Eattached hereto.  FCR GAP shall becalculated as follows:

 

(Possible FCR – ActualFirst Call Resolution) / Possible First Call Resolution

 

The FCR GAP will bereported on a monthly basis and shall be summed on a monthly basis to determineperformance results.  The followingmethodology shall be used to determine penalty/premium associated with thisPerformance Standard:

 
| **Site** | ** ** | **Actual  FCR** | ** ** | **Possible  FCR** | ** ** | **Point  Gap** | ** ** | **%  FCR  Gap** | ** ** |
|----------|------------|-----------------|------------|-------------------|------------|----------------|------------|-----------------|------------|
| A        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| B        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| C        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| D        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| E        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| F        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| G        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| H        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| I        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| J        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |
| K        |       | [*]             | %          | [*]               | %          | [*]            |       | [*]             | %          |

 

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| **[*]% and above FCR Gap** | **[*]% AT&T invoice credit** |
|----------------------------|----------------------------------|
| **[*]% - [*]% FCR Gap**    | **[*] credit or debit**          |
| **[*]% - [*]% FCR Gap**    | **[*]% Supplier earned debit**   |
| **[*]% and below FCR Gap** | **[*]% Supplier earned debit**   |

 

6.3.2             First Call Resolution (FCR) For Post CallSurvey will bemeasured quarterly by the GBS CRU NBI/TLG and GBS CRU CARE line groups onlywhich shall be considered one (1) Line Group for the purposes of FCR. ThisPerformance Standard is contingent upon a sample size of at least [*] perquarter, per line group. Sample sizes of less than [*] shall be excluded fromthe quarterly measurement. AT&T invoice credits and Supplier earned debitswill be applied at the end of the quarter, by Site/Line Group pursuant to Section 1.1.  New sites will be measured, [*] months afterthe first call received in Production. Converted sites (Sites subject toConversion training as described in Exhibit B herein) will be measured,[*] months after the first call received in Production. The AT&T invoicecredits and Supplier earned debits will be applied in the following fashion:

 
| >[*]%  | [*]% Supplier  earned debit   |
|-----------|-------------------------------|
| [*]%-[*]% | [*]% Supplier earned  debit   |
| [*]%-[*]% | [*]% AT&T  invoice credit |
| <[*]%  | [*]% AT&T  invoice credit |

 

6.3.3                     Occupancy Rate Target of [*]-[*]%: The Occupancy Rate will be measuredmonthly and shall bedetermined by subtracting total idle (waiting to serve) time from total loggedin time and dividing the difference by total logged in time. The OccupancyPerformance Standard will be waived in the event that the actual Occupancy Rateis less than AT&T’s [*] Day Lock, which shall include the forecastedmodification training for the month, by [*] percent ([*]%) or more, or if dieactual Occupancy Rate is less than the [*]-Day Commitment by [*] percent ([*]%)or more. Any individual days where the actual call volumes are less than the[*] Day Lock by [*] percent ([*]%) or more and the Occupancy target is missedwill be excluded from the monthly calculation of Occupancy. (NOTE: Occupancycan only be measured for Site/Line Groups that have an associatedforecast.)   The AT&T invoice creditsand Supplier earned debits will be applied in the following fashion based onOccupancy Rate scores:

 
| Below [*] % | [*]% AT&T invoice  credit |
|-------------|-------------------------------|
| Above [*]%  | [*]% Supplier  earned debit   |

 

Not to exceed [*]% AT&T invoice credit.

 

Notwithstandingthe foregoing, Supplier may only earn a debit for Occupancy if it is staffed toat least [*] percent ([*]%) of the mutually agreed upon [*] Day Lock.

 

6.3.4                    Call Transfer Rate for GBS CRU NBI/TLG and GBS CRU CARE lineGroups only: Target of [*] percent ([*]%) or less measured monthly. CallTransfer Rate will be determined by dividing the total number of transferredcalls by the total number of calls answered by a live CSR. The partiesacknowledge and agree that Supplier shall strive to meet the [*] percent ([*]%)goal set forth herein but shall not be subject to material default of thisProgram, the WO or the Agreement for any failure to meet the target. The CallTransfer Rate Performance Standard will be waived if the average of other LikeSites is greater than or equal to [*] percent ([*]%). Change managementprocedures set forth in Section 4.22 of the Agreement will be invoked forprocess changes directly impacting Call Transfer Rates.

 
| Above [*]% | [*]% AT&T invoice  credit |
|------------|-------------------------------|

 

6.3.5                     Average Handle Time (“AHT”):  The AHT target by Site/Line Group shall beprovided by AT&T as part of the [*] Day Lock and shall be measured [*] asit applies to material breach.  The AHTPerformance Standard will be waived if the actual AHT is greater than [*]percent (>[*]%) over the target provided in the [*]-Day Lock. The AHT targetprovided in the [*] Day Lock will be subject to

 

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materialbreach, however, will not be subject to credits or debits.

 

Withrespect to credits and debits, AT&T may receive the invoice credit setforth herein in the event the monthly AHT, as defined by the [*] Day Lock isexceeded. Notwithstanding the foregoing, the AHT target shall be waived as itpertains to credits and debits if the actual AHT is greater than [*] percent(>[*]%) over *the*targetprovided in the [*] Day Lock or if the event the average of other Like Sites isgreater than the [*] Day Lock.  IfAT&T institutes system or process changes that causes average handle timeto increase then penalties will be waived, provided however that suchdetermination shall be at AT&T’s sole discretion.  This could include; Rolling out a new pricingplan or requiring CCRs to utilize applications that are slower and lessefficient to process customer account changes and/or device orders. Changemanagement procedures set forth in Section 4.22 (Change Management) of theAgreement will be invoked if AHT targets need to change. The AT&T invoicecredits will be applied in the following fashion:

 

AHT Target in the [*] Day Lock for each Site/LineGroup   [*]% AT&T invoice credit

 

Example:

 

The AHT target included in a [*] Day Lock for aparticular Site/Line Group is [*].

 
| **Supplier Performance** | ** ** | **Result**                                                                                                                            | ** ** | **Credit or Debit** |
|-------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|
| < [*]                      |       | Supplier met target                                                                                                                   |       | No credit or debit            |
| [*]                           |       | Supplier did not meet  target                                                                                                         |       | [*]% AT&T invoice  credit |
| >[*]                       |       | Supplier did not meet  target AND the actual AHT is greater than [*] percent (>[*]%) over the  target provided in the [*] Day Lock |       | No credit or debit.           |

 

6.3.6                 Short Call Rate: Shall mean calls that are less than [*]seconds in length. The goal is not to exceed [*]% and shall be measured [*].Change in procedures shall be subject to Section 4.22 (Change Management)of the Agreement.

 

**7. Cap:**

 

Theresulting Supplier earned debits and AT&T invoice credits for theapplicable Performance Standard measurement set forth herein Section 6will only be applied to the applicable Site’s Line Group Billable Hours billed.The total AT&T invoice credit for all Performance Standards in aggregate inany month shall not exceed a maximum of [*] percent ([*]%) per Site invoice.The total invoice debits to AT&T’s invoice credit for all PerformanceStandards in aggregate in any month shall not exceed a maximum of a [*] percent([*]%) per Site invoice.

 

**8.  Performance Standards Waivers**

 

8.1                              In addition to any other waivers setforth herein this WO, Supplier shall be excused for failures to meet anyPerformance Standard and shall not be in breach of this WO if such failure iscaused by: a) AT&T; and/or b) third parties (hired or contracted) toprovide system applications and/or system application services to or forAT&T (including carriers) (a and b collectively referred to as “AT&T/ServiceProvider”) including without limitation acts or omissions of AT&T/ServiceProvider.

 

8.2                              Notwithstanding anything to the contraryherein, in addition to waivers set forth herein this WO, AT&T may choose towaive Performance Standards and applicable penalties at its sole discretion.AT&T must invoke this option in writing within [*] days of a missedPerformance Standard.

 

**9.  PRICE**

 

9.1                              Services shall be compensated by AT&Tto Supplier pursuant to the rates and charges detailed in Exhibit B whichis attached hereto and fully incorporated herein by this reference. Such ratesand charges do not include all applicable taxes.

 

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**10.  TERMI****NATION FOR CONVENIENCE**

 

10.1                      AT&T may Terminate this WO forconvenience in accordance with Section 3.4 (Cancellation and Termination)of the Agreement.

 

**11.  DISPUTE RESOLUTION**

 

Eitherparty may give the other party written notice of any dispute not resolved inthe normal course of business. The parties will attempt in good faith topromptly resolve any issue, dispute, or controversy arising out of or relatingto this Agreement promptly by negotiation between the managers set forthbelow.  Within ten (10) days afterdelivery of such notice, representatives of both parties will meet at amutually acceptable time and place, and thereafter as often as they reasonablydeem necessary, to exchange relevant information and to attempt to resolve thedispute within the time frames here:

 

ForTier II work:
|       | AT&T | Supplier |
|------------|----------|----------|
| Within [*] | [*]      | [*]      |
| Within [*] | [*]      | [*]      |
| Within [*] | [*]      | [*]      |

 

Forall other work:
|       | AT&T | Supplier |
|------------|----------|----------|
| Within [*] | [*]      | [*]      |
| Within [*] | [*]      | [*]      |
| Within [*] | [*]      | [*]      |

 

Ifany dispute is not resolved in accordance with this process after [*] days, theparties will escalate to the respective executive levels. Both parties agree tocontinue performance during the negotiation period set forth in this section ofthe WO.

 

**12.  SPECIALCONSIDERATIONS:**

 

12.1                       The terms set forth below shall be inaddition to the terms set forth in the respective sections of the Agreement:

 

12.1.1              Supplier Responsibilities

 

a.                                   Except as otherwise set forth in this WOor the Agreement, Supplier will be responsible for supplying all Supplierpersonnel, facilities, technology, services and materials necessary to performthe Services in accordance with the terms and conditions set forth in this WO.

 

b.                                  Supplier will provide the necessary, asof the Effective Date of this WO, voice and data infrastructure and PCs (orthin client applications in lieu of PCs) at Supplier’ Site(s) from thepoint of demarcation within Supplier’ data centers) for voice and datacommunications. The point of demarcation is the point where AT&T-ownedcircuits/equipment end and Supplier-owned circuits/equipment begin. AT&Twill provide any intelligent call management (ICM) routing and screen-popequipment as required; or, alternatively Supplier will provide ICM andscreen-pop equipment subject to Section 4.22**of the Agreement. Supplier’s PCs will reside on theSupplier network and access AT&T’s systems via web, Citrix, or other thinclient connectivity.

 

c.                                   Supplier shall pay for the Supplierstandard, as of the Effective Date of this WO, voice and data networkfacilities (bandwidth of [*] for data and [*] for voice; voice trunking of [*]trunks per seat) between Supplier’ data center and Supplier’ call centersrelated to this WO.   AT&T shall beresponsible for other voice and data charges, including delivering voice anddata to Supplier’ data center hub(s), bandwidth exceeding Supplier’ standardsin existence as of the WO Effective Date, and any dedicated security equipmentrequired by AT&T.   In the eventAT&T utilizes VoATM to deliver calls to a Supplier hub, AT&T willprovide the Nortel Passport or equivalent device required in the Supplier hubto accept the VoATM traffic. Supplier agrees to relinquish ownership at no costto AT&T of any and all toll-free numbers associated with the Program toAT&T or another party specified by AT&T within [*] hours of AT&T’srequest; provided that AT&T is current on all invoices.

 

12.1.2              Training

 

a.                                   Training costs shall be billed as listedunder Exhibit B.

 

b.                                   Initial new hire training:  Supplier agrees to provide [*] days ofinitial Program training, and

 

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[*] days of Nesting, to Supplier’ CSRs in accordancewith AT&T provided Training Materials, and all retraining, ongoingsoft-skills training, and customer service training at the rates set forth in Exhibit B,in order to perform the Services described in this WO.  If mutually agreed between the partiessubject to Section 4.22 (Change Management) of the Agreement, AT&T mayprovide AT&T trainers for initial train-the-trainer training programs.

 

c.                                    AT&T may request to extend theduration of initial Program training subject to Section 4.22 (ChangeManagement) of the Agreement.

 

d.                                 During the nesting period agents willmeet the following level of productivity for the weeks indicated: Week [*] aminimum of [*]% of the agents time will be spent on the phones to provide ampledevelopment, Week [*] a minimum of [*]% of the agents time will be spent on thephones.

 

12.1.3.   QualityAssessment

 

a.                                       Supplier will provide enough QualityAssessment (“QA”) agents at the QA rate set forth in Exhibit B, to CSRs tomeet the average number of observations monthly. Each CSR is monitored anaverage of [*] scored evaluations per month by QA and Productionstaff/personnel collectively and other informal evaluations as agreed upon bythe parties based upon individual CSR performance. Supervisors will usecommercially reasonable efforts to provide feedback within [*] hours if belowgoal and [*] hours if within or above goal. Agents needing improvement willreceive additional evaluations via various methods (side by side, additionalmonitoring, remote monitoring, double jacking, etc). QA agents will shadow CSRswhile on the call without the CSR being aware they are being monitored.  Calibration sessions between Supplier QAagents, Supplier supervisors and AT&T representatives will be held weeklyto ensure scoring and feedback to CSR’s is consistent.  If Supplier fails to monitor an average of[*] scored evaluations per month by QA and Production staff/personnelcollectively as set forth above, Supplier will be advised of such deficienciesand Supplier will have [*] days to bring performance back to objective’sstandards.  AT&T and Supplier maymutually agree to modify the standards upon written agreement signed by bothparties, in the event AHT increases by [*] percent ([*]%) from the previousmonth’s [*]-Day Commitment, AT&T and Supplier shall re-evaluate the QAstaffing required to meet the obligations set forth herein.

 

Original signature transmitted and received via facsimile or otherelectronic transmission of a scanned document, (e.g., .pdf or similar format)are true and valid signatures for all purposes hereunder and shall bind theparties to the same extent as that of an original signature.  This Agreement may be executed in multiplecounterparts, each of which shall be deemed to constitute an original but allof which together shall constitute only one document.

 

----

 

**IN WITNESS WHEREOF,**     the parties have caused this Agreement to be executed by theirauthorized representatives:

 

 
| **StarTek, Inc.** | ** **                | **AT&T  Services, Inc.** |
|------------------------|---------------------------|-----------------------------------|
|                   |                      |                              |
|                   |                      |                              |
| By:                    | /s/ A. Laurence Jones     |                              | By: | /s/ Jay M. Bishop |
|                   |                      |                              |
|                   |                      |                              |
| Printed Name:          | A. Laurence Jones         |                              | Printed Name: | Jay M. Bishop |
|                   |                      |                              |
|                   |                      |                              |
| Title:                 | President &  CEO |                              | Title: | AVP – Contract/Sourcing  Operations |
|                   |                      |                              |
|                   |                      |                              |
| Date:                  | July 24, 2009        |                              | Date: | July 14, 2009 |
|                        |                           |                                   |  |  |  |  |

 

----

 

**Exhibit A**

**DELIVERABLESMATRIX**

 
| **Deliverables/Specifications Requirements**                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **Delivery Date**                   | ** ** | **Evidence of Success**                                                          |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|----------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | ** **                          | ** ** | ** **                                                                       |
| **Deliverable  Set #1- Reporting**                                                                                                                                                                                                                                                                                                                                                                                                             |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **ACD  Report**:  Comprehensive report with data taken directly from the switch. Details total  calls offered, calls handled, calls abandoned, average speed of answer,  average handle time by live agent and downtime. Delivered to AT&T daily.                                                                                                                                                                                          |       | As indicated in  report description |       | Accurate and timely  reporting whether pushed to recipients or available online. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | ** **                          |       | ** **                                                                       |
| **Agent  (PAR) Report**: Agent  or Personal Accountability Reports provide queue performance statistics  broken down by agent. Data elements include the number of ACD calls answered,  the average time spent on each ACD call, the average time spent waiting between  ACD calls, the time spent doing post-call work, the time spent logged into  the system, Short Calls, Transfer rates, Availability, etc. Delivered to  AT&T daily. |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Call  Disposition Report**: Offers call disposition detail by type code. Supplier may provide  this report to AT&T subject to Section 4.22 (Change Management) of  the Agreement.                                                                                                                                                                                                                                                   |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **System  Outages Report**:  Report provides a listing of the date, time, duration and description of any  system outages to Supplier systems, root cause analysis, and preventative  measures. Delivered to AT&T when system outages occur.                                                                                                                                                                                               |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Call  Comparison**:  Compares forecasted to actual call volume and answer performance.                                                                                                                                                                                                                                                                                                                                                       |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Combined  FTE**: Report provides ongoing attrition  training data, with class details (class size, dates, etc.). Delivered to  AT&T weekly.                                                                                                                                                                                                                                                                                              |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Interval**: Report provides one-half hour (1/2) interval call  volume data. Delivered to AT&T daily.                                                                                                                                                                                                                                                                                                                                     |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Invoice  Detail**: Invoices will include detailed  documentation including but not limited to, for each CSR; a list of CSR  names, hours logged via the ACD, hours logged, and indicator for training or  production status.                                                                                                                                                                                                                 |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Weekly  Quality Report**:  Weekly roll up of quality performance to include: scores from evaluations  completed by Supplier quality team, scores from evaluations completed by  Supplier leadership team (team leads/supervisors), QA/Team Lead score  variance, combined score, total evaluations completed by QA Team, total  evaluations completed by Team Leads.                                                                         |       |                                |       |                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                                |       |                                                                             |
| **Monthly  Quality Report**:  Monthly roll up of quality performance to include: scores from evaluations  completed by Supplier quality team, scores from evaluations completed by  Supplier leadership team (team leads/supervisors), QA/Team Lead score  variance, combined score, total evaluations completed by QA team, total  evaluations completed by Team Leads.                                                                       |       |                                |       |                                                                             |

 

----

 

**Exhibit A**

**DELIVERABLESMATRIX**

 
| **Deliverables/Specifications Requirements** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **Delivery Date** | ** **                      | **Evidence of Success:** |
|----------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|---------------------------------|--------------------------|
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| **Intraday  Reports**                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| ·                                       | Reporting shall  be produced and delivered four (4) times daily (in PDF format) at noon,  2pm, 4pm and 10pm daily: Reports will include (NCO) Number of calls offered,  (NCH) Number of calls handled, (SL%) Service Level percentage, (OCC%)  Occupancy percentage, (AHT) Average handle time, (ASA) Average Speed of  Answer, and staff time in seconds. Data will be provided for each 30-minute  interval with rolling totals at report times.        |              | As noted in  report description |                     | Accurate and timely  reporting whether pushed to recipients or available online. |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |   |
| **Intraday  Daily Recap Report**             |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| ·                                       | Report shall be  produced and delivered one (1) time daily for the previous day (in PDF  format): Reports will include (NCO) Number of calls offered, (NCH) Number of  calls handled, (SL%) Service Level percentage, (OCC%) Occupancy percentage,  (AHT) Average handle time, (ASA) Average Speed of Answer, and staff time in  seconds. Data will be provided for each 30-minute interval for the previous  day with rolling totals for the end-of-day. |              |                            |                     |   |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |   |
| **Intraday  Weekly Interval Report**         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| ·                                       | Report shall be  produced and delivered one (1) time weekly for the previous 7-days (in  Excel format): Reports will include (NCO) Number of calls offered, (NCH)  Number of calls handled, (SL%) Service Level percentage, (OCC%) Occupancy  percentage, (AHT) Average handle time, (ASA) Average Speed of Answer, (SL30%)  Service Level 30%. Data will be provided for each 30-minute interval for the  previous 7-days with daily summary totals.     |              |                            |                     |   |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |   |
| **Daily  Split Stats Report**                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| ·                                       | Report shall be  produced and delivered one (1) time daily for the previous day: Reports  will include Function (or LOB), Technology (or Category), Split name, Split  number,(NCO) Number of calls offered, (NCH) Number of calls handled, (SL%)  Service Level percentage, Max Delay, (OCC%) Occupancy percentage, (AHT)  Average handle time, Accessibility, and staff time in seconds.                                                                |              |                            |                     |   |
| ** **                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| **Weekly  Site Metrics Report**              |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
| ·                                       | Report shall be  produced and delivered one (1) time Weekly on Mondays for the previous  7-days with MTD totals: Reports will include the Date, Number of calls  offered, (NCH) Number of calls handled, (AHDT) Average hold time, (AWT)  Average wrap time, (AHT) Average handle time, (OCC%) Occupancy percentage,  Accessibility, Shrinkage %, Hold % and (ACW %) After call wrap percentage.                                                          |              |                            |                     |   |

 

----

 
| **Deliverables/Specifications Requirements**       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **Delivery Date** | ** **                      | **Evidence of Success:** |
|----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|---------------------------------|--------------------------|
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |   |
| **Deliverable  Set #2- Quarterly Program Reviews** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |              |                            |                     |   |
| ·                                             | Supplier will conduct  quarterly Program reviews in person at AT&T Headquarters to cover Program  highlights, overall account activity, budget analysis, review key reports and  metrics at a management level, the incentive programs that were run and their  results, and to ensure that stated agreed upon Program objectives are being  met (return on investment or “ROI”). If Program objectives are not being met,  team must collectively establish an action plan to be implemented within  thirty (30) days to achieve measurable results within [*]. |              | Quarterly  reviews as scheduled |                     | Quarterly reviews are  held as scheduled |

 

----

 

**Exhibit B**

**Price**

 

ForServices performed under this WO, Supplier shall be compensated in accordancewith the pricing shown below:

 
| **PROGRAM  NAME**                                                         | ** **                  | **Business End User Care Program**                                                                                                 |
|---------------------------------------------------------------------------|-----------------------------|------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                | ** **                  | ** **                                                                                                                         |
| **LOCATION**                                                              | ** **                  | **Greeley Colorado**                                                                                                               |
| ** **                                                                | ** **                  | ** **                                                                                                                         |
| **BILLABLE  HOUR RATE  BASED ON CSR TENURE IN  MONTHS**                   | [*]  [*]  [*]               | ** **                                                                                                                         | [*]  [*]  [*] |
| **Starting  1/1/10 - BILLABLE  HOUR RATE BASED ON  CSR TENURE IN MONTHS** | [*]  [*]  [*]               | ** **                                                                                                                         | [*]  [*]  [*] |
| ** **                                                                | ** **                  |                                                                                                                               |
| **DRUG  SCREEN & BACKGROUND CHECK:   (US Sites only)**           |                        | Passed through at cost  (Checks required as a result of attrition will be the responsibility of  Supplier.)                        |
| ** **                                                                |                        |                                                                                                                               |
| **OVERTIME &  HOLIDAY RATE (by Site)**                           |                        | Premium Rate: [*]%  premium above the Billable Hour Rate based on CSR Tenure being paid by  AT&T for the time period requested |
| ** **                                                                |                        |                                                                                                                               |
| **TRAINING  RATE**                                                        |                        | New Hire/Growth $[*]                                                                                                               |
|                                                                      | Nesting $[*]                |
|                                                                      | Supplemental Training:  [*] |
| ** **                                                                |                        |                                                                                                                               |
|                                                                      |                        | Conversion Training:  [*]                                                                                                          |
|                                                                      |                        |                                                                                                                               |
|                                                                      |                        | Attrition: [*]                                                                                                                     |

 

**Notes:**

 

a.**                                      **“Billable Hour” means the time between the time a CSRclocks into and clocks out of Supplier’s time keeping system for the purpose ofperforming agreed upon work for AT&T. This time shall include a maximum of fifteen (15) minutes per day ofpre-shift instructions per CSR unless otherwise directed by AT&T.  TheBillable Hour includes 30 minutes for breaks but does not include lunches, sicktime, vacations, or Supplier sponsored events such as non-AT&T focus groupsand non-AT&T development.  Actualtime in a Billable Hour for billing purposes is 60 minutes.

 

b.                                      The total amount payable by AT&T forthe Services shall be determined by applying the stated rate of compensation tothe Services actually performed by Supplier. The Overtime Rate shall apply ifSupplier is able to and AT&T agrees to offer overtime hours (to the extentsuch hours are in excess of 40 hours per week per CSR). Holiday Rates shallapply based on applicable Holidays at the Site. US Holidays (applicable onlyin the U.S.): New Years Day, Thanksgiving Day, Labor Day, Christmas Day,Memorial Day, Independence Day,. Canadian Holidays (applicable only inCanada): New Years Day, Good Friday, Victoria Day, Canada Day, Civic Day,Labor Day, Thanksgiving Day, Remembrance Day, Christmas Day, and Boxing Day.Should AT&T request that Supplier provide Services for the Program on anyof the Holidays listed, AT&T shall compensate Supplier at the Holiday Rateas listed herein.

 

c.                                       CSR tenure is determined based on thehire date of such CSR on any AT&T program. The total amount payable by AT&T for the Services shall bedetermined by applying the stated rate of compensation to the Services actuallyperformed by Supplier.

 

----

 

d.                                      Domestic Inbound/Outbound telecom.AT&T shall be client of record on the (800) service. Subject to AT&T’sprior written approval of usage, domestic inbound and outbound telecom chargesshall be [*].

 

e.                                       Postage, shredding, express mail,printing, and courier services, trunking and circuits, reproduction (other than[*] which is borne by Supplier), and travel (Pre-approved by AT&T) will allbe charged at [*].

 

f.                                         AT&T will not be charged costsassociated with [*].  AT&T will becharged for Growth Training.  Growth isdefined as any requested increase in FTE above previous locked forecast.  If AT&T requests Supplier to reduce FTE,then subsequently requests Supplier increase FTE, that increase will beconsidered growth and the associated training will be billable to AT&T.

 

g.                                      Quality Champion: One position per Site covering all programs**. **$[*] per hour (not to exceed [*]hours per week without prior approval of the AT&T contact identified in 2.1of this WO).  Position allows sites tobetter examine the areas of opportunity to improve quality & addressany AT&T related concerns. Functions shall include, but not be limited to,the following tasks:

 

1.               Works closely withthe AT&T internal Quality Champion to analyze & interpret thesites Quality & Wave results

2.               Interacts with alldepartments to coordinate Quality Assurance & Wave training,educations & results

3.               Reviews performancethru quality analysis, working with agents to improve performance

4.               Creates of jobaids, educational training, reports out information & providessuggested solutions

5.               Strongly partnerswith Quality Assurance department to ensure consistent message &delivery of information & call expectations

6.               Participates duringQuality Assurance calibrations both internally & nationally

7.               Identifiesbehaviors that if changed, would give the site the most positive impact

8.               Analyzes Quality &Wave trends to understand the challenges & how to drive improvements

9.               Draws conclusionsfrom data & makes meaningful recommendations to the AT&T &the site

10.         Delivers analysis &educates all regarding trends.  Deliverstraining in the classroom, Nesting & production

11.         Researches issues &partners/communicates to all departments to alleviate problems, inconsistencies &or improve overall customer satisfaction levels

12.         Reports current trends &makes recommendations for improvement through coaching & mentoring

13.         Tracks quality trends &makes recommendations to training team on changes to current programs

14.         Interacts with all levelsof personnel & responds to questions from agents, supervisors,managers & AT&T

 

h.             Clerical Support $[*] per hour (not toexceed [*] hours per week without prior approval of the AT&T contactidentified in Section 2.1 of this WO. Functions shall include, but not belimited to, the following:

 

·                  Login ordering,tracking, retiring and maintenance (currently ordering 21 logins for every EE)

·                  SOX contact forall AT&T audits

·                  Clarifymaintenance

·                  Submitting andtracking Credits and Adjustments

·                  SessionsEnrollments for training

·                  AT&TUniversity setups and retires

·                  Courseenrollments and completions

·                  Tracking andfollow through of all Office of the President request

·                  Back up to LRPfor all AT&T BCS reporting

 

----

 

**Exhibit B -1**

**Pricing for the Philippines**

 

ForServices performed under this WO, Supplier shall be compensated in accordancewith the pricing shown below:

 
| **PROGRAM  NAME**                                               | ** **                 | **Business End User Care Program**                                                                                                 |
|-----------------------------------------------------------------|----------------------------|------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                      | ** **                 | ** **                                                                                                                         |
| **LOCATION**                                                    | ** **                 | **Makati City, Philippines**                                                                                                       |
| ** **                                                      | ** **                 | ** **                                                                                                                         |
| **BILLABLE  HOUR RATE  BASED ON CSR TENURE IN  MONTHS**         | [*]  [*]  [*]              | ** **                                                                                                                         | [*]  [*]  [*] |
| ** **                                                      | ** **                 |                                                                                                                               |
| **DRUG  SCREEN & BACKGROUND CHECK:   (US Sites only)** |                       | Passed through at cost  (Checks required as a result of attrition will be the responsibility of  Supplier.)                        |
| ** **                                                      |                       |                                                                                                                               |
| ** **

**OVERTIME &  HOLIDAY RATE (by Site)**     |                       | Premium Rate: [*]%  premium above the Billable Hour Rate based on CSR Tenure being paid by  AT&T for the time period requested |
| ** **                                                      |                       |                                                                                                                               |
| **TRAINING  RATE**                                              |                       | New Hire/Growth $[*]                                                                                                               |
|                                                            | Nesting $[*]               |
|                                                            | Supplemental Training: [*] |
| ** **                                                      |                       |                                                                                                                               |
|                                                            |                       | Conversion Training: [*]                                                                                                           |
|                                                            |                       |                                                                                                                               |
|                                                            |                       | Attrition: [*]                                                                                                                     |
|                                                                 |                            |                                                                                                                                    |  |

 

a.               “Billable Hour” means the time between the time a CSRclocks into and clocks out of Supplier’s time keeping system for the purpose ofperforming agreed upon work for AT&T. This time shall include a maximum of fifteen (15) minutes per day ofpre-shift instructions per CSR unless otherwise directed by AT&T.  TheBillable Hour includes 30 minutes for breaks but does not include lunches, sicktime, vacations, or Supplier sponsored events such as non-AT&T focus groupsand non-AT&T development.  Actualtime in a Billable Hour for billing purposes is 60 minutes.

 

b.              The total amount payable by AT&T for the Servicesshall be determined by applying the stated rate of compensation to the Servicesactually performed by Supplier. The Overtime Rate shall apply if Supplier isable to and AT&T agrees to offer overtime hours (to the extent such hoursare in excess of 40 hours per week per CSR). Holiday Rates shall apply based onapplicable Holidays at the Site. US Holidays (applicable only in the U.S.):New Years Day, Thanksgiving Day, Labor Day, Christmas Day, Memorial Day,Independence Day, Christmas Eve. Should AT&T request that Supplier provideServices for the Program on any of the Holidays listed, AT&T shallcompensate Supplier at the Holiday Rate as listed herein.

 

c.               Agents hired prior to January 1, 2009, will becompensated an additional month of pay, paid by AT&T, to compensate the13th Month of Pay lost in movingto the Supplier AT&T Program before the end of the year.

 

1.               The13th month pay is a PHI Law.  EmployedCandidates will be receiving this pay during the months of October —December, 2008.

 

2.               AT&Twill offer and pay a signing bonus to agents/supervisor/trainers hired duringthe months of October through December, 2008

 

i.      AgentBonus $[*] ([*])

 

ii.   Supervisor/TrainerBonus $[*] ([*])

 

d.              Launch Support — It is estimated that travelcosts associated with ramping this program could be $[*] to - $[*].   Supplier shall [*].  AT&T costs shall be [*].

 

----

 

e.               CSR tenureis determined based on the hire date of such CSR on any AT&T program.  The total amount payable by AT&T for theServices shall be determined by applying the stated rate of compensation to theServices actually performed by Supplier.

 

f.                 Domestic Inbound/Outbound telecom.  AT&T shall be client of record on the(800) service.  Subject to AT&T’sprior written approval of usage, domestic inbound and outbound telecom chargesshall be [*].

 

g.              Postage, shredding, express mail, printing, andcourier services, trunking and circuits, reproduction (other than [*] which isborne by Supplier), and travel (Pre-approved by AT&T) will all be chargedat [*].

 

h.              AT&T will not be charged costs associated with[*].  AT&T will be charged for GrowthTraining.  Growth is defined as anyrequested increase in FTE above previous locked forecast.  If AT&T requests Supplier to reduce FTE,then subsequently requests Supplier increase FTE, that increase will beconsidered growth and the associated training will be billable to AT&T.

 

i.                  Quality Champion:   One positionper Site covering all programs. $[*] per hour (not to exceed [*] hours per weekwithout prior approval of theAT&T contact identified in 2.1 of this WO). Position allows sites to better examine the areas of opportunity toimprove quality & address any AT&T related concerns. Functionsshall include, but not be limited to, the following tasks:

 

1.               Works closely with the AT&T internal QualityChampion to analyze & interpret the sites Quality & Wave results

2.               Interacts with all departments to coordinateQuality Assurance & Wave training, educations & results

3.               Reviewsperformance thru quality analysis, working with agents to improve performance

4.               Creates ofjob aids, educational training, reports out information & providessuggested solutions

5.               Stronglypartners with Quality Assurance department to ensure consistent message &delivery of information & call expectations

6.               Participatesduring Quality Assurance calibrations both internally & nationally

7.               Identifiesbehaviors that if changed, would give the site the most positive impact

8.               AnalyzesQuality & Wave trends to understand the challenges & how todrive improvements

9.               Drawsconclusions from data & makes meaningful recommendations to theAT&T & the site

10.         Deliversanalysis & educates all regarding trends.  Delivers training in the classroom, Nesting &production

11.         Researchesissues & partners/communicates to all departments to alleviateproblems, inconsistencies & or improve overall customer satisfactionlevels

12.         Reportscurrent trends & makes recommendations for improvement throughcoaching & mentoring

13.         Tracksquality trends & makes recommendations to training team on changes tocurrent programs

14.         Interactswith all levels of personnel & responds to questions from agents,supervisors, managers & AT&T

 

j.                  Clerical Support $[*] per hour (not to exceed [*]hours per week without prior approval of AT&T contact identified in Section 2.1of this WO.  Functions shall include, butnot be limited to, the following:

 

·                  Login ordering, tracking, retiring and maintenance

·                  SOX contact for all AT&T audits

·                  Clarify maintenance

·                  Submitting and tracking Credits and Adjustments

·                  Sessions Enrollments for training

·                  AT&T University setups and retires

·                  Course enrollments and completions

·                  Tracking and follow through of all Office of thePresident requests

·                  Back up to LRP for all AT&T reporting

·                  Distribute andensure follow up on feedback items (Clarify, Wave, PCS, Tier II, SOA, DirectFulfillment, etc.), compile results

·                  Gather and summarizeresults of initiatives (PAR/SRS, migrations, etc.)

 

----

** **

**Exhibit B -2**

**Tier II Pricing**

 

For Services performedunder this WO, Supplier shall be compensated in accordance with the pricingshown below:

** **
| **PROGRAM  NAME**                                               | ** **    | **Tier II:ANS/TSD/P&R**                                                                                                        |
|-----------------------------------------------------------------|---------------|------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                      | ** **    | ** **                                                                                                                         |
| **LOCATION**                                                    | ** **    | **Greeley Colorado**                                                                                                               |
| ** **                                                      | ** **    | ** **                                                                                                                         |
| **BILLABLE  HOUR RATE  BASED ON CSR TENURE IN  MONTHS**         | [*]  [*]  [*] | ** **                                                                                                                         | [*]  [*]  [*] |
| ** **                                                      | ** **    |                                                                                                                               |
| **DRUG  SCREEN & BACKGROUND CHECK:   (US Sites only)** |          | Passed through at cost  (Checks required as a result of attrition will be the responsibility of  Supplier.)                        |
| ** **                                                      |          |                                                                                                                               |
| **OVERTIME &  HOLIDAY RATE (by Site)**                 |          | Premium Rate: [*]% premium  above the Billable Hour Rate based on CSR Tenure being paid by AT&T for  the time period requested |
| ** **                                                      |          |                                                                                                                               |
| ** **                                                      |          | New Hire/Growth $[*]                                                                                                               |
|                                                            | Nesting$[*]   |
| **TRAINING  RATE**                                              |          | Supplemental Training:  [*]                                                                                                        |
| ** **                                                      |          |                                                                                                                               |
|                                                            |          | Conversion Training:  [*]                                                                                                          |
|                                                            |          |                                                                                                                               |
|                                                            |          | Attrition: [*]                                                                                                                     |
|                                                                 |               |                                                                                                                                    |  |

 

**Notes:**

a.                                       “Billable Hour” means the time between the time a CSRclocks into and clocks out of Supplier’s time keeping system for the purpose ofperforming agreed upon work for AT&T. This time shall include a maximum of fifteen (15) minutes per day ofpre-shift instructions per CSR unless otherwise directed by AT&T.  TheBillable Hour includes 30 minutes for breaks but does not include lunches, sicktime, vacations, or Supplier sponsored events such as non-AT&T focus groupsand non-AT&T development.  Actualtime in a Billable Hour for billing purposes is 60 minutes.

 

b.                                      The total amount payable by AT&T forthe Services shall be determined by applying the stated rate of compensation tothe Services actually performed by Supplier. The Overtime Rate shall apply ifSupplier is able to and AT&T agrees to offer overtime hours (to the extentsuch hours are in excess of 40 hours per week per CSR). Holiday Rates shallapply based on applicable Holidays at the Site. US Holidays (applicable onlyin the U.S.): New Years Day, Thanksgiving Day, Labor Day, Christmas Day,Memorial Day, Independence Day,. Canadian Holidays (applicable only inCanada): New Years Day, Good Friday, Victoria Day, Canada Day, Civic Day,Labor Day, Thanksgiving Day, Remembrance Day, Christmas Day, and Boxing Day.Should AT&T request that Supplier provide Services for the Program on anyof the Holidays listed, AT&T shall compensate Supplier at the Holiday Rateas listed herein.

 

c.                                       CSR tenure is determined based on thehire date of such CSR on any AT&T program. The total amount payable by AT&T for the Services shall bedetermined by applying the stated rate of compensation to the Services actuallyperformed by Supplier.

 

d.                                      Domestic Inbound/Outbound telecom.AT&T shall be client of record on the (800) service. Subject to AT&T’sprior written approval of usage, domestic inbound and outbound telecom chargesshall be [*].

 

e.                                       Postage, shredding, express mail,printing, and courier services, trunking and circuits, reproduction (other than[*] which is borne by Supplier), and travel (Pre-approved by AT&T) will allbe charged at [*].

 

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f.                                         AT&T will not be charged costsassociated with [*].  AT&T will becharged for Growth Training.  Growth isdefined as any requested increase in FTE above previous locked forecast.  If AT&T requests Supplier to reduce FTE,then subsequently requests Supplier increase FTE, that increase will beconsidered growth and the associated training will be billable to AT&T.

 

g.                                      Quality Champion: One position per Site covering all programs.****$[*]per hour (not to exceed [*] hours per week without prior approval of theAT&T contact identified in 2.1 of this WO). Position allows sites to better examine the areas of opportunity toimprove quality & address any AT&T related concerns. Functionsshall include, but not be limited to, the following tasks:

** **

1.               Works closely withthe AT&T internal Quality Champion to analyze & interpret thesites Quality & Wave results

2.               Interacts with alldepartments to coordinate Quality Assurance & Wave training, educations &results

3.               Reviews performancethru quality analysis, working with agents to improve performance

4.               Creates of jobaids, educational training, reports out information & providessuggested solutions

5.               Strongly partnerswith Quality Assurance department to ensure consistent message &delivery of information & call expectations

6.               Participates duringQuality Assurance calibrations both internally & nationally

7.               Identifiesbehaviors that if changed, would give the site the most positive impact

8.               Analyzes Quality &Wave trends to understand the challenges & how to drive improvements

9.               Draws conclusionsfrom data & makes meaningful recommendations to the AT&T &the site

10.         Delivers analysis &educates all regarding trends.  Deliverstraining in the classroom, Nesting & production

11.         Researches issues &partners/communicates to all departments to alleviate problems, inconsistencies &or improve overall customer satisfaction levels

12.         Reports current trends &makes recommendations for improvement through coaching & mentoring

13.         Tracks quality trends &makes recommendations to training team on changes to current programs

14.         Interacts with all levelsof personnel & responds to questions from agents, supervisors,managers & AT&T

 

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Exhibit E  - Performance Standards with Applied Penalty/Earned Bonus

 
| **Performance   Standard**                 | ** ** | **Line  Groups**                                                     | ** ** | ** **    | ** ** | **Applied Penalty / Credit** | ** ** | **Target**                    | ** **   | **Earned Bonus / Debit** | ** **   | **Frequency** | ** ** | **Comments**                             | ** ** |
|--------------------------------------------|------------|----------------------------------------------------------------------|------------|---------------|------------|------------------------------|------------|-------------------------------|--------------|--------------------------|--------------|---------------|------------|------------------------------------------|------------|
| ** **                                 | ** ** | ** **                                                           | ** ** | ** **    | ** ** | ** **                   | ** ** | ** **                    | ** **   | ** **               | ** **   | ** **    | ** ** | ** **                               | ** ** |
| First Call Resolution For Wave             |       | ·GGS CRU NBI/TLG**·**GBS CRU Care**·**GBS ANS LTC     |       | Bonus/Penalty |       | [*]%                         | None       |                          | [*]% or less |                     | [*]%         | [*]%          |       | [*]                                      |       | Subject to Work Order Section 6.3.1 |   |
|                                       |       |                                                                 |       | Result        |       | [*]% or more                 | 10-16%     |                          |         |                     | [*]% - [*]%  | [*]% or less  |       |                                     |       |   |   |
|                                       |       |                                                                 |       |          |       |                         |       |                          |         |                     |         |          |       |                                     |       |   |   |
| First Call Resolution For Post Call Survey |       | ·GBS CRU NBI/TLG**·**GBS CRU Care                          |       | Bonus/Penalty |       | [*]%                         | 0.75%      |                          | [*]% or more |                     | [*]%         | [*]%          |       | [*]                                      |       | Subject to Work Order Section 6.3.2 |   |
|                                       |       |                                                                 |       | Result        |       | <[*]%                     | 65% to 69% |                          |         |                     | [*]% to [*]% | >[*]%      |       |                                     |       |   |   |
|                                       |       |                                                                 |       |          |       |                         |       |                          |         |                     |         |          |       |                                     |       |
| Occupancy                                  |       | **·**GGS CRU NBI/TLG**·**GBS CRU Care·GBS ANS LTC     |       | Bonus/Penalty |       | [*]%                         |       | [*]%-[*]%                     |         | [*]%                     |         | [*]           |       | Subject to Work Order Section 6.3.3 |       |
|                                       |       | ** **                                                           |       | Result        |       | <[*]%                     |       |                          |         | >[*]%                 |         |          |       |                                     |       |
|                                       |       |                                                                 |       |          |       |                         |       |                          |         |                     |         |          |       |                                     |       |
| Call Transfer Rate                         |       | **·**GBS CRU NBI/TLG·GBS CRU Care                          |       | Bonus/Penalty |       | [*]%                         |       | [*]%                          |         | [*]                      |         | [*]           |       | Subject to Work Order Section 6.3.4 |       |
|                                       |       |                                                                 |       | Result        |       | >[*]%                     |       |                          |         |                     |         |          |       |                                     |       |
|                                       |       |                                                                 |       |          |       |                         |       |                          |         |                     |         |          |       |                                     |       |
| Average Handle Time                        |       | **·**GGS CRU NBI/TLG**·**GBS CRU Care**·**GBS ANS LTC |       | Bonus/Penalty |       | [*]%                         |       | As identified in [*] Day Lock |         | [*]                      |         | [*]           |       | Subject to Work Order Section 6.3.5 |       |
|                                       |       |                                                                 |       | Result        |       | >[*]%                     |       |                          |         |                     |         |          |       |                                     |       |

 

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