**EXHIBIT 10.4**

 

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[*] = Certain confidentialinformation contained in this document, marked with brackets, has been omittedand filed separately with the Securities and Exchange Commission pursuant to arequest for confidential treatment made pursuant to Rule 24b-2 under theSecurities Exchange Act of 1934, as amended.

 

Amendment

 

20070105.006.S.014.A.002

 

Between

 

StarTek, Inc.

 

And

 

AT&T Services, Inc.

 

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**AMENDMENT NO. 2**

 

**AGREEMENT NO. 20070105.006.S.014**

 

 

ThisAmendment, effective on the date when signed by the last Party (“Effective Date”),and amending Agreement No. 20070105.006.S.014, is by and between StarTek, Inc.,a Delaware corporation (“Supplier”), and AT&T Services, Inc., aDelaware corporation (“AT&T”), each of which may be referred to in the singularas a “Party” or in the plural as the “Parties.”

 

**WITNESSETH**

 

**WHEREAS**, Supplier and AT&T entered intoAgreement No. 20070105.006.S.014 on March 1, 2009 (the “Agreement”);and

 

**WHEREAS**, Supplier and AT&T desire to amend theAgreement as hereinafter set forth.

 

**NOW, THEREFORE**, in consideration of thepremises and the covenants hereinafter contained, the Parties hereto agree asfollows:

 

1.              Section 2.1(“Primary Contact Information”) shall hereby be deleted in its entirety andreplaced with the following:

 

2.1                           The followingwill perform the function of primary Supplier Project Manager for the Programfor the duration of this WO.  Supplierwill use reasonable commercial efforts to retain the resource in this position.

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

 

2.              The followingstatement shall be added to the end of Section 6.3:

 

TheStandards outlined in Sections 6.3 do not apply to the Quality EvaluationProgram.

 

3.              Section 6.4(“Quality Evaluation Performance Standards”) shall hereby be added to theAgreement as follows:

 

**Proprietaryand Confidential**

This Agreement andinformation contained therein is not for use or disclosure outside of AT&T,its Affiliates, and third party representatives, and Supplier except underwritten agreement by the contracting parties.

 

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6.4                       Quality EvaluationPerformance Standards:  QA ProgramPerformance Standards will be determined

following the Pilot Phase of the Program.

 

4.         Section 9 (“PRICE”)shall hereby be deleted in its entirety and replaced with the following:

 

“9.1                 Services provided from Supplier’s Mansfield,Ohio and Collinsville, Virginia Sites under this WO shall be compensated byBuyer to Supplier pursuant to the rates and charges detailed in Exhibit B,and Services provided from Supplier’s Ortigas Center Manila, Philippines Siteshall be compensated by Buyer to Supplier pursuant to the rates and chargesdetailed in Exhibit B Appendix 1and 2****which areattached hereto and fully incorporated herein by this reference.  Such rates and charges do not include allapplicable taxes.”

 

5.               Section 11shall hereby be deleted in its entirety and replaced with the following:

 

DISPUTERESOLUTION

 

Either party may give the other party written noticeof any dispute not resolved in the normal course of business. The parties willattempt in good faith to promptly resolve any issue, dispute, or controversyarising out of or relating to this Agreement promptly by negotiation betweenthe managers set forth below.  Within ten (10) days after delivery ofsuch notice, representatives of both parties will meet at a mutually acceptabletime and place, and thereafter as often as they reasonably deem necessary, toexchange relevant information and to attempt to resolve the dispute within thetime frames here:

 
| ** ** | ** ** | **AT&T** | ** ** | **Supplier** |
|------------|------------|--------------|------------|--------------|
|       |       |         |       |         |
| Within [*] |       | [*]          |       | [*]          |
|       |       |         |       |         |
| Within [*] |       | [*]          |       | [*]          |
|       |       |         |       |         |
| Within [*] |       | [*]          |       | [*]          |

 

6.              The followingstatement shall hereby be added to the end of Exhibit A entitledDeliverables Matrix.

 

QualityEvaluation Reporting Requirements will be determined following the Pilot Phaseof the Program.

 

7.              The firstsentence set forth in Exhibit B shall hereby be deleted in its entiretyand replaced with the following:

 

“For Services performed from Supplier’s Mansfield, Ohio andCollinsville, Virginia Sites under this WO, Supplier shall be compensated inaccordance with the pricing shown below:”

 

8.              Exhibit B, Appendix 1entitled Price - Ortigas Center Manila, Philippines is hereby incorporated intothe Agreement by reference.

 

9.              Exhibit B,Appendix 2 entitled Quality Evaluation Pilot Pricing is hereby incorporatedinto the Agreement by reference.

 

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10.       Exhibit D (“Program Descriptions”) shall herebybe deleted in its entirety and replaced with the attached Exhibit D.

 

11.       QA Pilot Training Plan is hereby added to Exhibit E(“Hours of Operations and Training Durations”), incorporated into the Agreementby reference.

 

Theterms and conditions of Agreement No. 20070105.006.S.014 in all otherrespects remain unmodified and in full force and effect.

 

Original signaturetransmitted and received via facsimile or other electronic transmission of ascanned document, (e.g., .pdf or similar format) are true and valid signaturesfor all purposes hereunder and shall bind the Parties to the same extent asthat of an original signature.  ThisAgreement may be executed in multiple counterparts, each of which shall bedeemed to constitute an original but all of which together shall constituteonly one document.

 

**IN WITNESS WHEREOF**, the Parties have causedthis Amendment to Agreement No. 20070105.006.S.014 to be executed, as ofthe date the last Party signs.

 
| **StarTek, Inc.** | ** **             | ** ** | **AT&T  Services, Inc.** |
|------------------------|------------------------|------------|-----------------------------------|
| ** **             | ** **             | ** ** | ** **                        | ** ** |
| By:                    | /s/  A. Laurence Jones |       | By:                               | /s/  Michael De Palma |
|                   |                   |       |                              |   |
| Printed  Name:         | A.  Laurence Jones     |       | Printed  Name: Michael De Palma   |
|                   |                   |       |                              |
| Title:                 | President  and CEO     |       | Title:                            | Director  - Contact Centers and |
|                   |                   |       |                              | Marketing |
| Date:                  | 4/26/2010              |       | Date:                             | 4/19/2010 |

 

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**Exhibit B — Appendix 1**

 

**Price — Ortigas Center Manila,Philippines**

 

ForServices performed from Supplier’s Ortigas Center Manila, Philippines Siteunder this WO, Supplier shall be compensated in accordance with the pricingshown below.

** **
| PROGRAM NAME                               |                       | Business End User Care Program                                                                                 |
|--------------------------------------------|----------------------------|----------------------------------------------------------------------------------------------------------------|
|                                       |                       |                                                                                                           |
| LOCATION                                   |                       | Ortigas Center Manila, Philippines                                                                             |
|                                       |                       |                                                                                                           |
| BILLABLE HOUR RATE                         |                       | *  $[*]                                                                                                        |
|                                       |                       |                                                                                                           |
| DRUG SCREEN & BACKGROUND CHECK:   |                       | Passed  through at cost (Checks required as a result of attrition will be the  responsibility of Supplier.)    |
|                                       |                       |                                                                                                           |
| OVERTIME RATE & HOLIDAY (by Site) |                       | Premium  Rate: [*]% premium above the Billable Hour Rate being paid by AT&T for  the time period requested |
|                                       |                       |                                                                                                           |
| TRAINING RATE                              |                       | New  Hire/Growth $[*]                                                                                          |
|                                       |                       |
|                                       | Nesting:  $[*]             |
|                                       |                       |
|                                       | Supplemental  Training [*] |
|                                       |                       |
|                                       | Conversion  Training: [*]  |
|                                       |                       |
|                                       | Attrition:  [*]            |

 

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*Special Billable Hour Rates For First Six Months

·                  From the start of agent training in thePhilippines, for a period of 6-months, the Billable Hour Rate shall be $[*] forboth production and training

·                  At 6+ months, the Billable Hour Rate forproduction will be $[*] and ramp/growth training will be $[*].

 

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Notes:

 

a.              **“BillableHour”** means the time between the time a CSR clocks into and clocks out ofSupplier’s time keeping system for the purpose of performing agreed upon workfor AT&T.  This time shall include amaximum of fifteen (15) minutes per day of pre-shift instructions per CSRunless otherwise directed by AT&T.  The Billable Hour includes 30minutes for breaks but does not include lunches, sick time, vacations, orSupplier sponsored events such as non-AT&T focus groups and non-AT&Tdevelopment.  Actual time in a BillableHour for billing purposes is 60 minutes.

 

b.              The total amount payable byAT&T for the Services shall be determined by applying the stated rate ofcompensation to die Services actually performed by Supplier. The Premium andOvertime Rate shall apply if Supplier is able to and AT&T agrees to offerpremium and overtime hours (to the extent such hours are in excess of 40 hoursper week per CSR). Holiday Rates shall apply based on applicable Holidays atthe Site. US Holidays (applicable only in the U.S.): New Years Day,Thanksgiving Day, Labor Day, Christmas Day, Memorial Day, IndependenceDay, Christmas Eve. Canadian Holidays (applicable only in Canada): NewYears Day, Good Friday, Victoria Day, Canada Day, Civic Day, Labor Day,Thanksgiving Day, Remembrance Day, Christmas Day, and Boxing Day.**Philippine Holidays**(applicableonly in the Philippines):  New YearsDay (January 1), Maundy (April 2), Good Friday (Same as US/Canada),Araw ng Kagitingan (Nearest Monday to April 9),  Labor Day (May 1) Independence Day(Monday nearest to June 12), Ninoy Aquino Day (Monday nearest to August 21),National Heros Day (Last Monday of August), All Saints Day (November 1),Bonifacio Day (Monday nearest to November 30), Additional Special Day (December 24th), Christmas Day (December 25th),Rizal Day (Nearest Monday December 30), Last Day of the Year (December 31st) Should AT&T Mobilityrequest that Supplier provide Services for the Program on any of the Holidayslisted, AT&T Mobility shall compensate Supplier at the Holiday Rate aslisted herein.

 

c.               Domestic Inbound/Outboundtelecom. AT&T shall be client of record on the (800) service. Subject toAT&T’s prior written approval of usage, domestic inbound and outboundtelecom charges shall be a direct pass through.

 

d.              Postage, shredding, expressmail, printing, and courier services, trunking and circuits, reproduction(other than [*] which is borne by Supplier), and travel (Pre-approved byAT&T) will all be charged [*].

 

e.               AT&T will not be chargedcosts associated with [*].  AT&T willbe charged for Growth Training.  Growthis defined as any requested increase in FTE above previous lockedforecast.  If AT&T requests Supplierto reduce FTE, then subsequently requests Supplier increase FTE, that increasewill be considered growth and the associated training will be billable toAT&T.

 

f.                Launch Support — AT&Tsupport of launch costs for Domestic Staff Launch Support and Pioneer Team notto exceed $[*]. AT&T costs shall be a direct pass through, and shall bebilled at the time cost is incurred.

 

g.               Program Support Analyst:  One position per site.   $[*] per hour for US Based positions or $[*]per hour for Ortigas Based positions (not to exceed [*] hours per week withoutprior written approval of the AT&T contact identified in 2.1 of thisWO.  Functions shall include, but not belimited to, the following tasks:

1.              Creates & maintains all reports & data pertaining tobilling requirements for AT&T

2.              Works with CCDs & accounting to meet invoicing deadlines at mid-month & end of month

3.              Develop a detailed understanding of the billing structure &performance penalties/bonus per SOW to ensure compliance

 

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4.              Daily monitors invoice data & performs various daily audits toensure accuracy & validity of invoicing data

5.              Recommends updates & changes to reports as needed

6.              Submits tickets & works with reporting department for variouschanges & issues

7.              Works closely with CCDs to ensure sites are gathering  all invoicing data correctly &consistently

8.              Maintains invoice files & back up documentation

9.              Verifies all invoice data including descriptions, dollars amounts, &PCAs

10.       Effectivelyresponds to all reporting requests from SRT & AT&T

11.       Actsproactively to assess & address changes in the business environment

12.       Workswith resource planning to ensure all agent set-ups are correct for upload toFTP files for upload to SRS PAR

13.       Performsdaily audits to ensure data files posted to the FTP site for upload to SRS PARare accurate

14.       Preparesmapping  & submits updated reporting requests for any new or changedagent groups (skills)

15.       Workswith resource planning to ensure all necessary billable information isdocumented

16.       Workswith quality department to ensure all necessary billable information isdocumented

17.       Actsas reporting, invoicing and issues POC

 

h.              Methods & Process(M&P) Specialist: One position per Site. $[*] per hour for US Basedpositions or $[*] per hour for Ortigas Based positions (not to exceed [*] hoursper week without prior written approval of the AT&T Mobility contactidentified in 2.1 of this Work Order.  Functions shall include, but not belimited to, the following tasks:

1.        Effectively &accurately communicates information then identifies, tracks, compiles, &summarizes results for the site

2.        DistributesAT&T information by attending team huddles, meetings & focusgroups

3.        Createsdesk drops, emails, presentations, weekly newsletters & updatesCommunication SharePoint’s

4.        Proactivelylooks for issues to identify any communication gaps & interacts withother programs in the region.

5.        Maintainsany local trackers; creates/deletes/maintains discussion boards on IMCSharePoint & Communication Dashboard sites; oversee IMC SharePointpermissions profile accuracy; attends bi-weekly National IMC calls.

6.        Completesteam hierarchy add/deletes for mapping to SRS PAR Site

 

i.                  QualityChampion:  Oneposition per Site.  $[*] per hour for USBased positions or $[*] per hour for Ortigas Based positions (not to exceed [*]hours per week without prior written approval of the AT&T contactidentified in 2.1 of this WO).  Positionallows sites to better examine the areas of opportunity to improve quality & address any AT&T related concerns.Functions shall include, but not be limited to, the following tasks:

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

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

3.              Reviews performance thru quality analysis, working with agents to improveperformance

4.              Creates of job aids, educational training, reports out information &provides suggested solutions

 

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5.               Strongly partners with Quality Assurance department to ensure consistentmessage & delivery of information & call expectations

6.               Participates during Quality Assurance calibrations both internally &nationally

7.               Identifies behaviors that if changed, would give the site the mostpositive impact

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

9.               Draws conclusions from data & makes meaningful recommendationsto the AT&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

 

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**Exhibit B — Appendix 2**

**Quality Evaluation Pilot Pricing**

 

ForQuality Evaluation Pilot Services performed from Supplier’s Ortigas or MakatiCenters, Manila, Philippines Site under this WO, Supplier shall be compensatedin accordance with the pricing shown below.

** **
| PROGRAM NAME                               |                       | QUALITY EVALUATION PILOT                                                                                       |
|--------------------------------------------|----------------------------|----------------------------------------------------------------------------------------------------------------|
|                                       |                       |                                                                                                           |
| LOCATION                                   |                       | Ortigas or Makati Centers Manila, Philippines                                                                  |
|                                       |                       |                                                                                                           |
| BILLABLE HOUR RATE                         |                       | $[*]*                                                                                                          |
|                                       |                       |                                                                                                           |
| DRUG SCREEN & BACKGROUND CHECK:   |                       | Passed  through at cost (Checks required as a result of attrition will be the  responsibility of Supplier.)    |
|                                       |                       |                                                                                                           |
| OVERTIME RATE & HOLIDAY (by Site) |                       | Premium  Rate: [*]% premium above the Billable Hour Rate being paid by AT&T for  the time period requested |
|                                       |                       |                                                                                                           |
| TRAINING RATE                              |                       | BEUC  New Hire/Growth $[*]*                                                                                    |
|                                       |                       |
|                                       | Nesting:  $[*]*            |
|                                       |                       |
|                                       | Supplemental  Training [*] |
|                                       |                       |
|                                       | Conversion  Training: [*]  |
|                                       |                       |
|                                       | Attrition:  [*]            |

 

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*Pricingapplies to the Pilot Phase of the Project. The Pilot Phase is agreed to run for a period of approximately 4 monthsfrom the projected start date of May 15, 2010 to Sep 30, 2010.  Beyond this date or if AT&T chooses togrow the program, a new pricing structure will be required.

Notes:

a.           **“BillableHour”** means the time between the time a CSR clocks into and clocks out ofSupplier’s time keeping system for the purpose of performing agreed upon workfor AT&T.  This time shall include amaximum of fifteen (15) minutes per day of pre-shift instructions per CSRunless otherwise directed by AT&T.  The Billable Hour includes 30minutes for breaks but does not include lunches, sick time, vacations, orSupplier sponsored events such as non-AT&T focus groups and non-AT&Tdevelopment.  Actual time in a BillableHour for billing purposes is 60 minutes.

 

b.          During QA Production, time will be tracked through clock in and clockout of ADI.  All weekly time is reviewedand approved by the supervisor.  DuringNesting Time will be tracked through both ADI and switch data.

 

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c.           The total amount payable byAT&T for the Services shall be determined by applying the stated rate ofcompensation to the Services actually performed by Supplier. The Premium andOvertime Rate shall apply if Supplier is able to and AT&T agrees to offerpremium and overtime hours (to the extent such hours are in excess of 40 hoursper week per CSR). Holiday Rates shall apply based on applicable Holidays atthe Site..**Philippine Holidays**(applicableonly in the Philippines):  New YearsDay (January 1), Maundy (April 2), Good Friday (Same as US/Canada),Araw ng Kagitingan (Nearest Monday to April 9),  Labor Day (May 1) Independence Day(Monday nearest to June 12), Ninoy Aquino Day (Monday nearest to August 21),National Heros Day (Last Monday of August), All Saints Day (November 1),Bonifacio Day (Monday nearest to November 30), Additional Special Day (December 24th), Christmas Day (December 25th),Rizal Day (Nearest Monday December 30), Last Day of the Year (December 31st) Should AT&T Mobilityrequest that Supplier provide Services for the Program on any of the Holidayslisted, AT&T Mobility shall compensate Supplier at the Holiday Rate aslisted herein.

 

d.              The Pilot will be staffed with 8 Quality Assurance Specialists (“QAS”)and 1 Supervisor which will be billed as a QAS.

 

e.               Five QAS will attend product training and Nesting.

 

f.                 Three QAS previously trained in BEUC will attend only one week ofNesting.

 

g.              Supervisor Billable Hourly Rate is $[*] and will be billable as of March 22,2010.

 

h.              BEUC Training will be billed upon graduation - week ending April 16,2010.

 

i.                  Nesting, SBS QA Side By Side,****QualityTraining and QA Production will be billed the month incurred at $[*].

 

j.              Domestic Inbound/Outboundtelecom. AT&T shall be client of record on the (800) service.  Subject to AT&T’s prior written approvalof usage, domestic inbound and outbound telecom charges shall be [*].

 

k.           Postage, shredding, expressmail, printing, and courier services, trunking and circuits, reproduction(other than [*]which is borne by Supplier), and travel (Pre-approved byAT&T) shall all be charged at [*].

 

l.              AT&T shall not becharged costs associated with [*]. AT&T shall be charged for Growth Training.  Growth is defined as any requested increasein FTE above previous locked forecast. If AT&T requests Supplier to reduce FTE, then subsequently requestsSupplier increase FTE, that increase will be considered growth and theassociated training will be billable to AT&T.

 

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**Exhibit D**

**Program Descriptions**

** **
| **Program Name**                                                                                              | ** ** | **Program Description  Functions shall include, but may not  be limited to, the following tasks:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **Sites**                                                    |
|--------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------|
| Small Business Services (“SBS”) or Business End User Care 

 

Line Groups:IRU NBI/TLGSMB EMOSBS EU |       | Inbound  calls from post paid subscribers. Duties include the following account  maintenance activities: billing statement questions, adjustments, changes to  features/services, changes of billing information, customer issues relative  to price plans, customer cancellation inquiries, adding / deleting  promotions & features, contract inquiries and termination dates,  rate plan changes, account updates, lost / stolen phone resolutions, cancel  requests, promotion / plan clarification, programming phones, equipment and  features instructions, voice mail resets, respond to coverage concerns,  equipment (wireless cell phones and PDAs) changes, assisting with handset  issues and upgrading equipment, migration of customers between billing  application, completion of downtime form and offline services, escalated  services/resolution. |       | Collinsville, VA

 

Ortigas Center Manila, Philippines |
| Small Business Services (“SBS”) or Business End User Care

 

Line Groups:  IRU NBI/TLG             |       | Inbound  calls from post paid subscribers. Duties include the following account  maintenance activities: billing statement questions, adjustments, changes to  features/services, changes of billing information, customer issues relative  to price plans, customer cancellation inquiries, adding / deleting  promotions & features, contract inquiries and termination dates,  rate plan changes, account updates, lost / stolen phone resolutions, cancel  requests, promotion / plan clarification, programming phones, equipment and  features instructions, voice mail resets, respond to coverage concerns,  equipment (wireless cell phones and PDAs) changes, assisting with handset  issues                                                                                                                                                                 |       | Mansfield, OH                                                |

 

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| **Program Name** | ** ** | **Program Description  Functions shall include, but may not  be limited to, the following tasks:**        | ** ** | **Sites** |
|-----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------|
|                  |       | and  upgrading equipment, migration of customers between billing application,  completion of downtime form and offline services, escalated  services/resolution. |       |      |
| Specialty Queues      |       | Services  for unique business types including call handling for escalated customer care  issues specific to billing, equipment, coverage and account details.    |       | N/A       |

 

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**Exhibit E**

**QA Pilot Training Plan**

 
| **QAS  Pilot Training Schedule**                       | ** ** | **Dates**         | ** ** | **Personnel** |
|--------------------------------------------------------|------------|-------------------|------------|---------------|
| Classroom  Product Training (Weeks 1-4):               |       | 02/22/10-03/19/10 |       | [*]           |
| Nesting  wk-1 Bill Training Calls:                     |       | 03/22/10-03/26/10 |       | [*]           |
| Classroom  Product Training (Week 5):                  |       | 03/29/10-04/02/10 |       | [*]           |
| Nesting  wk-2 Tech Training Calls:                     |       | 04/05/10-04/09/10 |       | [*]           |
| Classroom  Product Training (Week 6):                  |       | 04/12/10-04/16/10 |       | [*]           |
| Nesting  wk-3 NBI/TLG Calls:                           |       | 04/19/10-04/23/10 |       | [*]           |
| SBS  QA Side By Side  y-jack with the SRT SBS QAs |       | 04/26/10-04/30/10 |       | [*]           |
| AT&T  Quality Training (Weeks 1-2):                |       | 05/03/10-05/14/10 |       | [*]           |

 

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