**EXHIBIT 10.1**

 

[*]= Certain confidential information contained in this document, marked withbrackets, has been omitted and filed separately with the Securities andExchange Commission pursuant to a request for confidential treatment madepursuant to Rule 24b-2 under the Securities Exchange Act of 1934, asamended.

 

 

ThisOrder No. 20070105.006.S.019 (“Order”) is issued pursuant to the ContactCenter Agreement No. 20070105.006.C dated January 26, 2007 (“Agreement”)between AT&T Services, Inc. (“AT&T”) and StarTek, Inc. (“Supplier”)and the Agreement is incorporated by reference herein.  Capitalized terms used in this Order nototherwise defined herein shall have the definitions specified in theAgreement.  If the Order conflicts withthe terms and conditions of the Agreement, the terms and conditions of theAgreement shall control unless set forth in the “Special Considerations”section of this Order in which case the Order shall govern and control.  Notwithstanding anything to the contrary,this Order shall supersede and replace Order numbers GAMSA-STAR081106-00.S.001and 20080122.003.C.

 

AT&Thereby authorizes Supplier to perform the following Services:

 

**1.**              **SCOPE OFWORK**

 

1.1                                 Supplier consumer customerservices representatives (“CSRs”) shall take and handle inbound customer careinquiries by program (“Program”) as set forth in Exhibit C attached heretoin accordance with the AT&T hours ofoperation (“Hours of Operation”) set forth in Exhibit D attached heretosubject to applicable laws at the ratesset forth in Exhibit B attached hereto, Specialty CSRs set forth inExhibit E attached hereto, and Contract Positions set forth in Exhibit Fattached hereto.  Any othercustomer care activities,  changes that result in the nature or type, market or mixof calls to change, including any changes to the mix of Program project(s) supportedby Site as set forth in Exhibit C attached hereto, shall be subject to Section 4.22(Change Management) of the Agreement.

 

**2.**              **PRIMARYCONTACT INFORMATION**

 

2.1                                 The following will performthe function of primary AT&T Contact and primary Supplier Contact.  Supplier shall use reasonable efforts toretain the Supplier Contact during the term of this Order.

 

| **AT&T  Contact**                                | ** ** | **Supplier  Contact**                                           |
|------------------------------------------------------|------------|-----------------------------------------------------------------|
| Name:  [*]

Address:  [*]

Phone:  [*]

E-mail:  [*] |       | Name:  [*]

Address:  [*]

Phone:  [*]

Cell:  [*]

E-mail: [*] |

 

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

 

3.1                                 The Term of this Order shallcommence on the date when signed by the last Party (“Effective Date”), andshall continue until midnight on September 1, 2012 (the “Initial Term).Supplier shall commence providing Services on September 1, 2010.

 

**4.****             ****SERVICESPECIFICATIONS AND REQUIREMENTS**

 

4.1                                 Supplier shall deliver toAT&T the deliverables set forth in Exhibit A “Deliverables Matrix”(the “Deliverables”), attached hereto and incorporated herein.  Additional adhoc reports may be requested byAT&T and shall be provided by Supplier as mutually agreed upon by theParties.

 

 

**PRIVATE/PROPRIETARY/LOCK**

 

Theinformation contained in this Agreement is not for use or disclosure outsideAT&T, Supplier, their affiliated companies and their third partyrepresentatives, except under written Agreement by the contracting Parties.

 

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Order No:  20070105.006.S.019

Agreement No:  20070105.006.C

 

**5.****             ****AT&TSYSTEMS USE AND DOWNTIME**

 

5.1                                 Should AT&Tsystems become unavailable to Supplier, Supplier shall follow the notificationinstructions contained in AT&T’s Downtime Policy as provided byAT&T.  Supplier shall utilizedowntime forms to capture call information on the AT&T-provided downtimeforms and shall input into AT&T systems as soon as reasonably possibleafter restoration of the impacted systems. AT&T shall pay the applicable Billable Hour rate for thisfunction.  Supplier shall be excused fromPerformance Standards for the duration of the system outage. Supplier shallprovide immediate notification to AT&T’s National Call Center Operations (“NCCO”)in the event of any outage. If AT&T Mobility directs Supplier CSR’s to “sign”off of the phones, Supplier shall manually track the time and invoice back as aseparate line item.

 

5.2                                 If the telecommunicationssystems are in failure due to AT&T, AT&T may require Supplier CSRs togo into pure AUX state, whereby they are not receiving calls.  AT&T shall still be charged the actualoutage time incurred for the amount of time affected.  Supplier shall be excused from PerformanceStandards for the duration of the outage. If AT&T directs Supplier CSR’s to“sign” off of the phones, Supplier shall manually track the time and invoiceback as a separate line item.

 

5.3                                 The AT&T system will becompletely down 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 [*] prior to the times and dates that the systems will notbe available due to maintenance.

 

5.4                                 Notwithstanding theforegoing, in the event of a Supplier system/telecommunications outage,Supplier shall utilize CSRs’ [*] for offline work and training for the durationof the outage.  AT&T shall [*] forunutilized hours for the duration of a Supplier system outage, subject to theVendor Incident Report as described in Exhibit A and included as billingback-up.

 

**6.****             ****PERFORMANCESTANDARDS:**

 

6.1                                 AT&T and Supplier havedeveloped the standards set forth in this Order, (hereinafter “PerformanceStandards”) to ensure the delivery of high quality, efficient customerservice.  Effective  on the Effective Date, Performance Standardmeasurements for Sites existing on the Effective Date, shall begin the monthfollowing the Effective Date, or for the Performance Standards related to WAVEFirst Call Resolution and Total Resolved, the next full calendarquarter. Performance Standards for Sites opening after the Effective Dateshall be applicable to Services performed from a particular Site/Program [*]after the first Production call is taken. Performance Standards hereunder shallbe measured by Program at each Site and shall exclude calls subject to waiversas set forth herein this Order.  Anyinvoice credits owed or debits earned by Supplier shall only apply to theServices invoiced for the particular Site/Program subject to Section 1.2herein for which it was measured and shall be assessed, respectively to CSEPrograms Billable Hours in Production only.

 

6.2                                 Call Volume Forecasting /Staffing.  Each month on a bySite/Program basis, AT&T shall provide Supplier [*] written forecasts to beused by Supplier as a guide for recruitment, planning and staffing activities.  The [*] written forecasts are as follows:

 

1.  [*] Day Outlook Forecast with the requirednumber of Full Time Equivalents (“FTEs”) by Site/Program for recruitmentpurposes.

 

2.  [*] Day Locked Forecast with the estimatedmonthly number of calls by Site/Program for planning purposes as well asforecasted modification training for the applicable month  (“[*] Day Lock”)**.**

 

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3.  [*] Day Forecast with daily/interval callarrival patterns by Site/Program .

 

Suppliershall provide FTE staffing pursuant to the mutually agreed upon [*] Day Lockbased upon the [*] Day Outlook Forecast, which will include an assumption ofthe current training and nesting requirements set forth in Exhibit D.  Notwithstanding the foregoing, in the eventthat AT&T requests training to extend beyond the current requirements setforth in Exhibit D, the Parties shall address the change subject to Section 4.22(Change Management) of the Agreement.

 

Themutually agreed upon [*] Day Lock represents a commitment by AT&T andSupplier with respect to staffing levels. Once the [*] Day Lock is agreed to, AT&T agrees to compensateSupplier for the Billable Hours incurred for the applicable month, and it isSupplier’s responsibility to staff to the [*] Day Lock as mutually agreedupon.  In cases where Supplier has duplicatePrograms across Sites, AT&T and Supplier shall mutually agree upon volumechanges at a Site level as long as the [*] Day Lock remains unchanged.  In the event that actual volumes are lessthan the [*] Day Lock, Supplier shall use reasonable efforts to ensureproductive utilization of  CSRs byoffering voluntary go home (“VGH”), internal training, etc.

 

Each[*] Day Forecast will be prepared on a Site/Program basis in [*] intervals andwill include estimated call volumes, estimated average handle times, estimatedrequired FTE, shrinkage percentages and, when available, any other informationwhich would be relevant for Supplier in providing the Services.

 

BothAT&T and Supplier will need to agree upon the volume forecasts and relatedstaffing when the [*] Day Lock represents +/- [*]% change from the previous [*]Day Outlook Forecast, as it may require additional new hire training.  The Parties shall mutually agree uponadjusted staffing for the modified forecast volumes pursuant to Section 4.22(Change Management) of the Agreement.  Notwithstanding the foregoing, in the event a Site requires a reductionof more than [*] CSRs, Supplier shall have [*] days from receipt of writtennotice, or the minimum number of days required to maintain compliance with thelaws applicable in the affected Site’s location, to comply with the AT&Tprovided forecast.

 

a)                                      The PerformanceStandards outlined here in this Order may be changed by AT&T upon [*] dayswritten notice to Supplier per the procedure outlined in Section 4.22(Change Management) of the Agreement.

 

b)                                     Notwithstandingthe foregoing, Supplier shall be waived for Performance Standards in breachand/or AT&T invoice credits under this Order or the Agreement to the extentcaused by AT&T or if actual call volume for such Program exceeds the [*]Day Lock for such Site/Program by more than [*] or as otherwise set forth inthis Order or the Agreement.

 

c)                                      Failure to meetthe same Performance Standard at the same Site/Program for [*] consecutivemonths shall be considered a breach of this Order and may be subject to Section 3.4(Cancellation and Termination) of the Agreement unless otherwise waived inaccordance with the terms and conditions set forth herein.

 

d)                                     Supplier shallprovide at least [*] of the staffing pursuant to the [*] Day Lock and in anycase shall use reasonable efforts to achieve [*] of the staffing pursuant tothe [*] Day Lock, and AT&T shall provide at least [*] of the Billable Hourspursuant to the [*] Day Lock.  IfSupplier fails to staff at least [*] of the [*] Day Lock and the shortagematerially impacts AT&T’s ability to provide services to its customers,Supplier failure will be considered a breach of this Order and may be subjectto Section 3.4 (Cancellation and Termination) of the Agreement unlessotherwise waived in accordance with the terms and conditions set forth herein.

 

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Atthe request of AT&T, Supplier shall provide a corrective action plan forsuch breach.

 

Postshrink “in-seat” requirements and overtime: Post shrink “in-seat” requirements shall be provided by AT&T toSupplier in the [*] Day Lock file (labeled: “[*] Day active FTE committed” inthe [*] Day Lock file).  The Partiesshall mutually agree upon these requirements. If Supplier actual in-seat FTEs are below agreed upon in-seat, based onthe [*]-day lock (hereinafter “FTE In-Seat Shortage”), Supplier shall usereasonable efforts to solicit and fund overtime to meet the in-seatrequirements where shortages exists. AT&T may request and fund overtime for in-seat FTE hours that are inexcess of the [*] Day Lock commitments but this must be approved in advance byAT&T.  Supplier will be excused fromfunding overtime in excess of the [*] Day Lock commitment.

 

e)                                      Supplier shallbe excused from Performance Standards and/or AT&T invoice credits underthis Order in the event the Parties determine that the components and/orassumptions used to determine the [*] Day Lock are inaccurate resulting inSupplier failing to meet Performance Standards. The parties will mutually agree upon which component and/or assumptionis inaccurate, will correct and re-run current and future forecasts utilizingthe corrected components and/or assumptions. Variable assumptions and/or components include, but shall not be limitedto call volume, AHT assumption, occupancy, and modification/upgrade traininghours.

 

6.3                                 **Customer Service Experience (“CSE”)Standards****:**  The following Performance Standards shall bemeasured on a Site basis and shall apply to the CSE Program only, and shall besubject to material default and the applicable AT&T invoice credit,Supplier earned debit to AT&T’s invoice credit, or Bonus set forthherein.  Notwithstanding the foregoing,AT&T may request that additional Programs be subject to the PerformanceStandards subject to Section 4.22 (Change Management) of theAgreement.   All results will be roundedto the nearest whole number percentage. New sites will be subject to these Performance Standards [*] monthsafter the 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.

 

6.3.1                        First Call Resolution Rate (“FCR”): FCR WAVE willbe measured quarterly by Site and shall be ranked against Like Sites’ nationalaverage, contingent up a sample size of at least [*] per Site.  Sample sizes of less than [*] shall beexcluded from the quarterly measurement. AT&T or AT&T vendor sites with samples sites of less than [*]shall not be included in the stack ranking. FCR shall be waived in the event Supplier’ results  are within the top [*] of stacked ranking orbetter, measured by region, regardless if Supplier results fall within the [*]or [*] quartile when measured against the national average for overall LikeSites.

 

**Example:**

** **

**Assumptions:**
| Overall  Like Sites national average results:          |   | [*]%      |
|--------------------------------------------------------|--------|-----------|
| Results  for top [*] of Like Sites measured by region: |   | [*]%-[*]% |
| Supplier  results:                                     |   | [*]%      |

 

Supplierresults within the top [*] of the results measured by region.  FCR Performance Standard and associatedAT&T invoice credit is waived.

 

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AT&Tinvoice credits and Supplier earned offset debits will be applied at the end ofthe quarter, by Site/Program.  TheAT&T invoice credits and Supplier earned offset debits will be applied inthe following fashion based on FCR scores:

 
| below  [*]% of Like Sites |   | [*]%  AT&T invoice credit      |
|---------------------------|--------|------------------------------------|
| [*]-[*]%  of Like Sites   |   | [*]%  AT&T invoice credit      |
| [*]-[*]%  of Like Sites   |   | [*]%  Supplier earned offset debit |
| [*]%+  of Like Sites      |   | [*]%  Supplier earned offset debit |

 

Note:Earned offset debits are not bonus opportunities and can only be used to offsetcredits within the same Site and quarter. Earned offset debits cannot exceed total credits for the Site.

 

A[*] bonus may apply on a per Site basis if the FCR stretch target is achievedin any quarter (“Bonus”) and the minimum TR goal is met ([*]% in 2010). Thestretch target for First Call Resolution is [*] or better for 2010.  The stretch target will be adjusted annuallybased on current year goals.  The minimum2010 FCR goal is [*].  The Bonus shall becalculated as follows:  (1) thequarterly invoice credit(s)/debit(s) shall be calculated (“Offset Result”),then (2) the Bonus shall be applied to the Offset Result.

 

6.3.2                        **Total Resolved (“TR”)**: will bemeasured quarterly by Site and ranked against Like Sites’ national average,contingent up a sample size of at least [*] per Site.  Sample sizes of less than [*] shall beexcluded from the quarterly measurement.  TR shall be waived in the event Supplier’s results are within the top[*] of stacked ranking or better, measured by region, regardless if Supplierresults fall within the [*] or [*] quartile when measured against the nationalaverage for overall Like Sites.

 

**Example:**

 

**Assumptions:**
| Overall  Like Sites national average results:          |   | [*]%      |
|--------------------------------------------------------|--------|-----------|
| Results  for top [*] of Like Sites measured by region: |   | [*]%-[*]% |
| Supplier  results:                                     |   | [*]%      |

 

Supplierresults within the top [*] of the results measured by region.  TR Performance Standard and associatedAT&T invoice credit is waived.

 

AT&Tinvoice credits and Supplier earned offset debits will be applied at the end ofthe quarter, by Site/Program. The AT&T invoice credits and Supplier earnedoffset debits will be applied in the following fashion based on TR scores:

 
| below  [*]% of Like Sites |   | [*]%  AT&T invoice credit      |
|---------------------------|--------|------------------------------------|
| [*]-[*]%  of Like Sites   |   | [*]%  AT&T invoice credit      |
| [*]-[*]%  of Like Sites   |   | [*]%  Supplier earned offset debit |
| [*]%+  of Like Sites      |   | [*]%  Supplier earned offset debit |

 

Note:Earned offset debits are not bonus opportunities and can only be used to offsetcredits within the same Site and quarter. Earned offset debits cannot exceed total credits for the Site.

 

A[*] bonus may apply on a per Site basis if the TR stretch target is achieved inany quarter (“Bonus”).  The stretchtarget for TR is [*] or better in 2010. The stretch target will be adjusted annually based on current yeargoals.  The minimum 2010 TR goal is[*]%.  The 

 

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Bonusshall be calculated as follows:  (1) thequarterly invoice credit(s)/debits(s) shall be calculated (“Offset Result”),then (2) the Bonus shall be applied to the Offset Result.

 

6.3.3                        Occupancy Rate Target of[*]-[*]%: The Occupancy Rate will be measured monthly,excluding CSE Program After Hours Queue****(After Hours Queue is defined as those hours used tosupport Customers when normal CSE queues have closed),****and shall be determined by subtracting total idle (waitingto serve) time from total logged in time and dividing the difference by totallogged in time. If Supplier fails to meet the Occupancy performance standardand the monthly call volume is less than [*]% of the [*]- Day lock then theAT&T invoice credit will be waived. The AT&T invoice credits andSupplier earned bonus will be applied in the following fashion based onOccupancy Rate scores:

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

 

Abonus may apply as follows on a per Site basis if the Occupancy stretch targetis achieved for any quarter (“Bonus”). The stretch target for Occupancy is [*]or better in 2010. The stretch target will be adjusted annually on current yeargoals.

 
| [*]%  plus  |   | [*]%  Supplier earned bonus |
|-------------|--------|-----------------------------|
| above  [*]% |   | [*]%  Supplier earned bonus |

 

The Bonus shall becalculated as follows: (1) the quarterly invoice credit(s) shall becalculated (“Offset Result”), then (2) the Bonus shall be applied to theOffset Result.  Notwithstanding theforegoing, Supplier may earn a Bonus for Occupancy Performance if it meets orexceeds the post shrink in-seat requirements (active [*] day committed)mutually agreed upon in the [*] Day Lock.

 

6.3.4                        Availability % (“Availability”)Target of [*]%: The measurement for Availability will be measuredmonthly and shall be calculated as follows based on AT&T SRS standard:  subtract hold time from the sum of talk timeand wait time and divide the result by logged-in time.  In the event Supplier’s business process forcalculating Availability (i.e., use of telephony system for tracking offline ordevelopment time) differs from the AT&T SRS standard, the Parties shallagree in writing to an alternate calculation provided however that suchcalculation meets the intent of measuring Availability. The AT&T invoice creditswill be applied in the following fashion based on Availability results (allresults should be rounded to the nearest percentage):

 
| For  Sites with an Availability score lower than [*]%: |   | [*]%  AT&T invoice credit shall apply |
|--------------------------------------------------------|--------|-------------------------------------------|
| Sites  with an Availability score of [*]% or greater:  |   | [*]%  Supplier earned offset debit of     |

 

6.3.5                        Average Handle Time (“AHT”): The AHTtarget shall be measured monthly by Site/Program shall be the current calendarmonth AHT average of all Like Sites per region, plus [*] (“AHT Target”).  Change management procedures set forth in Section 4.22(Change Management) of the Agreement will be invoked if AHT targets need tochange.  The AT&T invoice credits will be applied in the followingfashion:

 
| above  AHT Target |   | [*]%  AT&T invoice credit |
|-------------------|--------|-------------------------------|

 

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**7.****             ****CAP**

 

Theresulting AT&T invoice credits and Supplier earned offset debits andBonuses for the applicable CSE and Prepaid Care Programs Performance Standardsset forth in Section 6 will only be applied to the applicable Site’s CSEand Prepaid Care Program Billable Hours. The total AT&T invoice credit for all Performance Standards inaggregate in any month cannot exceed a maximum of [*] per Site invoice.  The total Supplier earned offset debitsagainst AT&T invoice credits for all Performance Standards in aggregate inany month cannot exceed a maximum of [*] per Site invoice.  Supplier earned offset debits can only beused to offset AT&T invoice credits within the same Site during the samemonth and are not a bonus opportunity. Notwithstanding the foregoing, Supplier may earn a [*] Bonus per quarterupon attainment of both FCR and TR stretch targets as well as an additional [*]Bonus per quarter for Occupancy (maximum [*]% Bonus in total).

 

**8.****             ****PERFORMANCESTANDARDS WAIVERS**

 

8.1                                 In addition to any other waiversset forth herein this Order, Supplier shall be excused for failures to meet anyPerformance Standard and shall not be in breach of this Order if such failureis caused 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 tothe contrary herein, in addition to waivers set forth herein this Order,AT&T may choose to waive Performance Standards and applicable penalties atits sole discretion.  AT&T mustinvoke this option in writing within [*] days of a missed Performance Standard.

 

**9.****             ****PRICE**

 

9.1                                 Services shall becompensated by AT&T to Supplier pursuant to the rates and charges detailedin Exhibit B which is attached hereto and fully incorporated herein bythis reference.  Such rates and chargesdo not include all applicable taxes.

 

**10.****      ****CANCELLATIONAND TERMINATION**

 

a.               AT&T mayTerminate this Order for convenience with at least [*] days prior writtennotice to Supplier. Supplier shall have the minimum number of days required tomaintain compliance with the laws applicable in the affected Site’s location,from receipt of written notice.

 

b.              In addition toall other rights or remedies provided for in this Order or by law, either Partymay immediately Cancel this Order if:  (1) theother Party becomes insolvent or makes a general assignment for the benefit ofcreditors; (2) the other Party admits in writing the inability to paydebts as they mature; (3) Any court appoints a trustee or receiver withrespect to the other Party or any substantial part of the other Party’s assets;or (4) An action is taken by or against other Party under any bankruptcyor insolvency laws or laws relating to the relief of debtors, including theFederal Bankruptcy Act.

 

**11.****      ****DISPUTERESOLUTION**

 

Either Party may give theother Party written notice of any dispute not resolved in the normal course ofbusiness.  The Parties will attempt ingood faith to promptly resolve any issue, dispute, or controversy arising outof or relating to this Order promptly by negotiation between the managers setforth below.   Within ten (10) daysafter delivery 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:

 

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

 

If any dispute is notresolved in accordance with this process after [*] days, the Parties willescalate to the respective executive levels. Both Parties agree to continue performance during the negotiation periodset forth in this section of the Order.

 

**12.****      ****SPECIALCONSIDERATIONS**

 

12.1                           Definitions

 

12.1.1**                 ****“BillableHour”** is defined as the time between the time when a CSR clocks into andclocks out of Supplier’ time keeping system for the purpose of performingagreed upon work for AT&T.  TheBillable Hour includes time for Paid Breaks, as well as actual time spent by aCSR for coaching and development, team meetings and huddles, and continuingeducation training, subject to the provisions in Section 12.5 of thisOrder.  The Billable Hour does notinclude lunches, sick time, vacations, or Supplier-sponsored events such as non-AT&Tfocus groups and non-AT&T development.

 

12.1.2                  “**Full Time Equivalent” (“FTE”)**shall mean [*] hours of scheduled time per week.

 

12.1.3                  “**Growth**” means anumber of FTE by Site that are incremental to the Historical FTE Peak.

 

12.1.4                  “**Historical FTE Peak**”means the largest count of FTE by Site starting from the time Supplier beganperforming Services at such Site.

 

12.1.5                  “**Like Sites**”means those locations, both insourced and outsourced, supporting the sameprograms as set forth in Section 1.1.

 

12.1.6                  **“Overtime”**means****productionhours invoiced at a premium rate, as defined in Exhibit B, will be appliedwhenever an agent works in addition to their normal scheduled hours during atime additional staffing has been requested by AT&T. This is contingent onSupplier meeting their daily FTE commitment based on the [*]-Day lock.

 

12.1.7                  **“Paid Break”** is not the actual time thata CSR is recorded in such state on the switch but rather a calculated measurebased on Production time not sign on time. Paid Break will be calculated at [*]per Production hour (including outbound and billable idle).

 

12.1.8                  **“Production”** is defined as the mode whenCSRs, after successfully completing the proscribed classroom new hire training,are handling live calls from AT&T customers.

 

12.1.9                  **“Shrink”**means****thedifference between scheduled FTE and actual on-phone FTE, (i.e. absenteeism andpreplanned off-phone time) excluding outbound.

 

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12.2                           Supplier Responsibilities

 

a.               Except as otherwiseset forth in this Order or the Agreement, Supplier shall be responsible forproviding all Supplier personnel, facilities, technology, services andmaterials necessary to perform the Services in accordance with the terms andconditions set forth in this Order.

 

b.              As of theEffective Date of this Order, Supplier shall provide the necessary voice anddata infrastructure and PCs based on current requirements (or thin clientapplications in lieu of PCs) at Supplier’s Site(s) from the point ofdemarcation within Supplier’s data center(s) for voice and datacommunications in accordance with Exhibit G (Technology Requirements) atSupplier’s sole expense.  The point ofdemarcation is the point where AT&T-owned circuits/equipment end andSupplier-owned circuits/equipment begin. AT&T will provide any intelligent call management (ICM) routing andscreen-pop equipment as required; or, alternatively Supplier will provide ICMand screen-pop equipment.  Supplier’s PCsshall reside on the Supplier network and access AT&T’s systems via web,Citrix, or other thin client connectivity.

 

12.3                           CSR to Supervisor Ratio

 

Suppliershall adhere to a CSR to Supervisor ratio of 15:1.

 

12.4                           Background Checks and DrugScreens

 

Suppliershall conduct background checks (including drug screens) in accordance with theterms and conditions of the Agreement for all new hire CSRs.

 

12.5                           Training

 

a.               Training costsshall be billed as listed under Exhibit B.

 

b.              Initial newhire training:  Supplier shall providetraining pursuant to Exhibit D attached hereto, to Supplier’s CSRs inaccordance with AT&T provided training materials, and all retraining,ongoing soft-skills training, and customer service training at the rates setforth in Exhibit B, in order to perform the Services described in thisOrder.  If mutually agreed between theParties subject to Section 4.22 (Change Management) of the Agreement,AT&T may provide AT&T trainers for initial train-the-trainer trainingprograms.

 

c.               AT&T mayrequest to extend the duration of initial Program training subject to Section 4.22(Change Management) of the Agreement.

 

d.              Supplier shallprovide up to [*] hours of continuing education training (“CE Training”) perCSR per month at no additional charge to AT&T.  The use of CE Training hours must be preapprovedby AT&T in writing.  CE Traininghours may be used for, but not limited to, technical training, program updates, changes to programs, software andsystem updates and/or changes, scripting changes, or other topics related tothe WO and the Services provided hereunder.  ADDITIONAL TRAINING FOR PERFORMANCE ISSUES SHALL BE FREE OF CHARGE TOAT&T AND SHALL NOT COUNT TOWARD THE CE TRAINING HOURS. Supplier must staffappropriately in order to complete the [*] hours/training/CSR/month.

 

e.               In the event CETraining above [*] hours per month per CSR is required by AT&T, AT&Tshall be charged the CE Training rate in Exhibit B, unless otherwisemutually agreed.

 

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f.                 If this Orderis amended to add new or different AT&T Program(s) and such Programsrequire CSR conversion training (“Conversion Training”) AT&T will becharged the Conversion Training rate in Exhibit B, unless otherwisemutually agreed.

 

g.              If Supplierprovides Services in support of multiple AT&T Programs pursuant to thisOrder, Supplier may cross train CSRs between Programs.  Such training shall be delivered at no costto AT&T.  Supplier’s plan for crosstraining, if any, shall be shared with AT&T.

 

h.              At Suppliersexpense, new trainers shall:

i.             Attend a [*]PRT (Program Ready Trainer) call.

ii.          Complete [*] of classroom performance training.

iii.       Attend [*] certification course to prepare newtrainers for delivering AT&T curriculum to New Hires.

iv.      Co-facilitate one New Hire training class with a certifiedtrainer for a minimum of [*] weeks.

 

AT&Tmay at its sole discretion choose to pay for Supplier’s travel related expensesdirectly related to new trainers participation in subsection iii above,provided however that Supplier secures AT&T prior written approval for suchexpenses and such new trainer successfully completes the certification course.

 

12.6                           Quality Assessment

 

Suppliershall provide enough Quality Assessment (“QA”) to CSRs to meet the averagenumber of observations monthly.  Each CSRis monitored an average of [*] scored evaluations per month by QA andProduction staff/personnel collectively and other informal evaluations asagreed upon by the parties based upon individual CSR performance.  Supervisors shall use reasonable efforts toprovide feedback for the assessments that they conduct by the end ofshift.  Using reasonable efforts, QAassessments will be coached within shift with failing assessments specificallyflagged to the Supervisors and coached within [*] minutes of delivery to theSupervisor.  Agents needing improvementwill receive additional evaluations via various methods (side by side,additional monitoring, remote monitoring, double jacking, etc).  QA agents will shadow CSRs while on the callwithout the CSR being aware they are being monitored.  Calibration sessions between Supplier QAagents, Supplier supervisors and AT&T representatives will be heldbi-weekly to ensure scoring and feedback to CSRs is consistent.  If Supplier fails to meet performancecriteria described in this Section, Supplier will be advised of suchdeficiencies and Supplier will have [*] days to bring performance back toobjective’s standards.  AT&T andSupplier may mutually agree to modify the standards upon written agreementsigned by both Parties.

 

12.7                           Offshore Work PermittedUnder Special Conditions

 

a)              [*], the physical locationwhere the work is to be performed; the Services to be performed at suchlocation; and, if applicable, the identity of any Subcontractor performing suchwork, shall be specifically set forth in this Order.  Prior to making any additions or deletions tothe physical locations or changes in Subcontractors performing work at anOffshore Location the Parties shall amend this Order.  A change in the location where a Service isperformed from one Offshore Location to another AT&T approved OffshoreLocation shall not require an amendment to this Order.  The requirements of this section shall be inaddition to Sections 3.3 (Assignment) and 4.18 (Work Done by Others) of theAgreement.

 

10

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b)             [*], in which event Suppliershall continue to perform such work at a location within the United States andthe Parties shall amend this Order accordingly.

 

c)              Supplier’s compliance withthis Section, and all Services performed in Offshore Locations with [*], shallbe subject to Section 3.31 (Records and Audits) of the Agreement.  Supplier shall provide, and shall ensure allSubcontractors provide at no cost to AT&T, AT&T with physical access toinspect all Offshore Locations.

 

d)             To the extent Supplierinterconnects with, or otherwise has access to, the AT&T network, Suppliershall not access, or establish network connections that would allow access, tothe AT&T network from an Offshore Location without the prior writtenconsent of AT&T.

 

e)              Any Services under thisOrder performed by Supplier or any subcontractor in an Offshore Location [*]shall be a material breach of this Order and, in addition to any other legalrights or remedies available to AT&T in law or in equity, AT&T mayimmediately Cancel and/or Terminate this Order without cost, liability orpenalty to AT&T.

 

f)                [*], Suppliershall remain fully responsible for compliance with any applicable foreign,federal, state or local law for such Services regardless of whether the Serviceis being performed by Supplier or a Subcontractor.  Nothing contained within this Agreement isintended to extend, nor does it extend, any rights or benefits to anySubcontractor, and no third party beneficiary right is intended or granted toany third party hereby.

 

g)             Supplier shalladvise AT&T as early as possible prior to any change of Control of theSupplier. AT&T may, but shall not be obligated to, terminate all or part ofthe Order if, without prior consent of AT&T, through merger of acquisitionor other means, there is a change in the Control of the Supplier.  “Control” means the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies by one person or entity or a group of persons or entities acting inconcert; provided, however, that the legal or beneficial ownership, directly orindirectly, by persons or entities, including governmental entities, actingalone or in concert, of more than thirty percent (30%) of the voting stock forthe election of directors of a party shall always be deemed Control.

 

12.8                           Location

 

Suppliershall perform the Work at the following locations:

 

[*]

 

[*]

 

[*]

 

[*]

 

[*]

 

 

11

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**13.****      ****NAME OFAFFILIATE ORDERING SERVICES**

 

AT&TMobility LLC

 

**14.****      ****MBE/WBE/DVBE**

 

Suppliershall make good faith efforts to comply with Section 3.22 (MBE/WBE/DVBE[and Appendices]) of the Agreement which calls for [*] goal for MBE/WBE andDVBE participation.  In addition,Supplier will, in good faith, endeavor to spend the following percentages ofits total AT&T spend under this Order through one or more diverse(M/W/DVBE) suppliers:

 
| **Year** | ** ** | **Supplier Target** |
|----------|------------|--------------------------|
| 2010     |       | [*]%                     |
| 2011     |       | [*]%                     |
| 2012     |       | [*]%                     |

 

Inthe event this Order is extended beyond the original Term and such extensionincludes all or a portion of 2013 or beyond, Supplier will, in good faith,endeavor to spend the following percentage of its total AT&T spend underthis Order through one or more diverse (M/W/DVBE) suppliers:

 
| **Year**                | ** ** | **Supplier Target** |
|-------------------------|------------|--------------------------|
| 2013 &  beyond |       | [*]%                     |

 

12

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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.  ThisOrder may be executed in multiple counterparts, each of which shall be deemedto constitute an original but all of which together shall constitute only onedocument.

 

**IN WITNESS WHEREOF**, the Parties have causedthis Order to be executed by their duly authorized representatives:

 
| **StarTek, Inc.**           | ** **                   | **AT&T Mobility LLC**

 

by its authorized agent  AT&T Services, Inc. |
|----------------------------------|------------------------------|------------------------------------------------------------------------------------------|
|                             |                         |                                                                                     |   |   |   |   |   |   |
| By:                              |  /s/ A. Laurence  Jones |                                                                                     |   | By: |  /s/ Tim Harden |   |
|                             |                         |                                                                                     |
| Printed Name: A.  Laurence Jones |                         | Printed Name: Tim  Harden                                                                |
|                             |                         |                                                                                     |
| Title:  President & CEO |                         | Title: President-Supply  Chain & Fleet Operations                               |
|                             |                         |                                                                                     |
| Date: 10/27/2010                 |                         | Date: 10/20/2010                                                                         |
|                                  |                              |                                                                                          |  |  |  |  |  |  |  |  |

 

13

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**Exhibit A**

 

**Deliverables/Specifications/Requirements**

 

**Deliverable Set # 1 — Reporting**

 

Note: The list of reports below are required only ifrequested by AT&T and may not be needed on a recurring basis.  AT&T and Supplier will work together todetermine what reports may be needed including additional reports that may notbe listed below.

 

**ACD Report**: Comprehensive report withdata taken directly from the switch. Details total calls offered, calls handled, calls abandoned, averagespeed of answer, average handle time by live CSR and downtime.  Delivered to AT&T daily.

 

**Agent (PAR) Report**:  CSR or Personal Accountability Reportsprovide queue performance statistics broken down by CSR.  Data elements include the number of ACD callsanswered, the average time spent on each ACD call, the average time spentwaiting between ACD calls, the time spend doing post-call work, the time spentlogged into the system, short calls, transfer rates, availability etc.  Delivered to AT&T daily.

 

**Vendor Incident Report**: Report provides a listingof the date, time, duration and description of any system outages to Suppliersystems, root cause analysis, and preventive measures.  Delivered to AT&T when system outagesoccur.

 

**Call Comparison**:  Compares forecasted to actual call volume andanswer performance.

 

**Combined FTE**:  Report provides headcount and training data,as well as weekly attrition.  Deliveredto AT&T weekly.

 

**Attrition Training**:  Report provides ongoing attrition trainingdata, with class details (class size, dates, etc.).  Delivered to AT&T weekly.

 

**Interval**:  report provides one-half hour (1/2) intervalcall volume data.  Delivered to AT&Tdaily.

 

**Invoice Detail**:  Invoices will include detailed documentationincluding but not limited to, for each CSR; a list of CSR names, hours loggedvia the ACD, hours logged, and indicator for training or Production status.

 

**WeeklyQuality Report:**Weekly roll up of quality performance toinclude: scores from evaluations completed by Supplier quality team,scores from evaluations completed by Supplier leadership team (teamleads/supervisors), QA/Team Lead score variance, combined score, totalevaluations completed by QA team, total evaluations completed by TeamLeads.

 

**MonthlyQuality Report** Monthly roll up of quality performance toinclude: scores from evaluations completed by Supplier quality team,scores from evaluations completed by Supplier leadership team (teamleads/supervisors), QA/Team Lead score variance, combined score, totalevaluations completed by QA team, total evaluations completed by TeamLeads.

 

14

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**Deliverable Set # 2 — Quarterly Program Reviews**

·                 If requested byAT&T, Supplier shall conduct quarterly Program reviews in person atAT&T headquarters to cover Program highlights, overall account activity,budget analysis, review key reports and metrics at a management level, theincentive programs that were run and their results, and to ensure that statedagreed upon Program objectives are being met. If Program objectives are not being met, Supplier shall establish anaction plan to be implemented within [*] days to achieve measurable resultswithin [*] days.

 

15

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**Exhibit B**

**Price**

 

ForServices performed under this Order, Supplier shall be compensated inaccordance with this Exhibit B and one of the applicable pricing tablesshown in the Appendices of Exhibit B attached hereto.

 

a.               Except asotherwise stated in an Order, 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. The Premium and Overtime Rate shallapply if Supplier is able to and AT&T agrees to offer premium and overtimehours (to the extent such hours are in excess of 40 hours per week perCSR). The premium rate for Overtime shall apply if the Supplier is able toand AT&T agrees to offer overtime hours contingent to Section 6.2 d.of this Order. Holiday Rates shall apply based on applicable Holidays at theSite as follows:

 

UnitedStates Holidays: New Years Day, Thanksgiving Day, Labor Day,Christmas Day, Memorial Day, and Independence Day.

 

PhilippinesHolidays:  New Year’sDay, Maundy Thursday,Arawng Kagitngan, Good Friday, Labor Day, IndependenceDay, Ninoy Aquino Day, National Hero’s Day, Eid’l Fitr, Eid’ I Adha, All SaintsDay, Bonifacio Day, Christmas Day, Rizal Day,and New Year’s Eve (Last Day ofthe Year)  Note: Philippine Holidays areproclaimed yearly and the list above may change slightly year to year. Takinginto consideration the time zone, the holiday will follow the PHT Time Zone(GMT +8 Hours).

 

CanadianHolidays:  New YearsDay, Family Day, Good Friday, Victoria Day, Canada Day, Labor Day, ThanksgivingDay, Christmas Day, and Boxing Day.

 

b.              DomesticInbound/Outbound telecom.  AT&T shall be client of record on the (800)service.  Subject to AT&T’s prior written approval of usage, domesticinbound and outbound telecom charges shall be [*].

 

c.               Postage,shredding, express mail, printing, and courier services, trunking and circuits,reproduction (other than reattrition training which is borne by Supplier), andtravel (Pre-approved by AT&T) will all be charged at [*].

 

d.              New Hire/Growthtraining rate shall be applicable to Growth training only.  Supplier shall secure prior written approvalfrom AT&T before incurring Growth training costs.

 

Classroom training hours not to exceed the maximumclassroom training hours for FTE delivered into Production and sustained for [*] consecutive weeks.  From theinception of each new-hire/growth period, the maximum classroom training hoursshall be calculated as follows: N(number of training days per week * number oftraining hours per day * number of training weeks), where N = the total numberof FTEs per Site.  Example: 100*(5 * 8 *5) = 20,000.  Supplier shall invoicemonthly based on accrued hours per month until the maximum classroom traininghours is surpassed.  Supplier shall [*] associated with any additional training after the maximum new-hire/growthclassroom training hours is surpassed.

 

e.               TheNesting Rate will apply for the first [*] of Abay only. The remaining time a CSR is in abay will be invoiced back atthe applicable hour rate.

 

f.                 The Conversionrate will apply for training required when CSRs are transferred from oneAT&T Program to another AT&T Program where “Conversion” training isrequired.

 

g.              Billable CEtraining hours shall be calculated in aggregate at Site level and not at theemployee level.  For example, if first[*] are free to AT&T per the pricing schedules in this exhibit and 300active FTE are in the center 

 

16

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for the month then thereshall be no billing of CE training to AT&T unless total such hours exceed [*] hours ([*] hrs x 300 FTE).

 

h.              ContractPositions are billed at [*] byProgram/Site as Appendix 1 and 2 of Exhibit B.  Contract Positions are not to exceed [*] hours per week without prior approval of the AT&T Contract identifiedin Section 2.1 of this Order). Ratios and position descriptions areoutlined in Exhibit F.

 

i.                  Specialty CSR’s are billed at [*] by Program/Site as Appendix 1 and 2 of Exhibit B.  Specialty CSR’s are not to exceed [*] hours per week without prior approval of the AT&T Contract identifiedin 2.1 of this Order). Ratios and position descriptions are outlined in Exhibit E.

 

j.                  ClericalSupport Positions are billed at $[*] per hour for domestic sites and $[*] per hour for offshore sites (not to exceed [*] hours per week without prior approval of the AT&T contact identifiedin 2.1 of this Work Order). Functions shall include, but not be limited to, thefollowing tasks:

·                  Login ordering,tracking, retiring and maintenance

·                  SOX contact forall AT&T Mobility audits

·                  Clarifymaintenance

·                  Submitting andtracking Credits and Adjustments

·                  SessionsEnrollments for training

·                  AT&TMobility University setups and retires

·                  Courseenrollments and completions

·                  Tracking andfollow through of all Office of the President requests

·                  Back up to LRPfor all AT&T Mobility reporting

·                  Distributeand ensure follow up on feedback items (Clarify, Wave, PCS, Tier II, SOA,Direct Fulfillment, etc.), compile results

·                  Gatherand summarize results of initiatives (PAR/SRS, migrations, etc.)

 

k.               SalesAnalyst Positions are billed at $[*] per hour for domestic sites and $[*] per hour for offshore sites (not to exceed [*] hours per week without prior approval of the AT&T contact identifiedin Section 2.1 of this  Order).  The Sales Analyst handles all tracking,trending, analyzing and summarizing of sales reporting. Duties include AT&Trequested reporting and analysis, team presentations, explaining results,maintaining reporting back-up documents, collaboration on action plans andsales recognition programs.

 

17

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**Exhibit B, Appendix 1**

**Price**

[*]

** **

| **PROGRAM NAME** | ** ** | **CONSUMER CUSTOMER CARE** |
|------------------|------------|----------------------------|
| ** **       |       |                       |
| **LOCATIONS**    |       | [*]                        |

 

| **BILLABLE HOUR RATE for CSR’s**

(Including Contract Positions and Specialty CSR’s)       | ** ** | **Tenure** | ** ** | **Regular  Hours** | ** ** | **After  Hours and Sunday Support** |
|------------------------------------------------------------------------------------------------------|------------|------------|------------|--------------------|------------|-------------------------------------|
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
| **BILLABLE HOUR RATE for TSD/Tech Support**

(Including Contract Positions and Specialty CSR’s) |       | [*]        |       | $[*]               |       | $[*]                                |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 |       |       |       |               |       |

 

| **DRUG SCREEN &**

**BACKGROUND CHECK** |   | Passed  through at cost (Checks required as a result of attrition will be the  responsibility of Supplier.)          |
|--------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------|
| ** **                                       |   |                                                                                                                 |
| **OVERTIME RATE**                                |   | [*]%  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty  CSR’s and Contract Positions |
| ** **                                       |   |                                                                                                                 |
| **HOLIDAY RATE**                                 |   | [*]%  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty  CSR’s and Contract Positions |
| ** **                                       |   |                                                                                                                 |
|                                             |   | New  Hire/Growth $[*]                                                                                                |
|                                             |   | Nesting:  $[*]                                                                                                       |
| **TRAINING RATE**                                |   | Continuing  Education Training: [*]                                                                                  |
|                                             |   | Conversion  Training as defined in section 12.5.e, [*]                                                               |
|                                             |   | All  Attrition: [*]                                                                                                  |

 

 

18

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**Exhibit B, Appendix 2**

**Price**

[*]

** **

| **PROGRAM NAME** | ** ** | **CONSUMER CUSTOMER CARE** |
|------------------|------------|----------------------------|
| ** **       |       |                       |
| **LOCATION**     |       | [*]                        |

 

| **BILLABLE HOUR RATE for CSR’s**

(Including Contract Positions and Specialty CSR’s)       | ** ** | **Tenure** | ** ** | **Regular  Hours** | ** ** | **After  Hours** |
|------------------------------------------------------------------------------------------------------|------------|------------|------------|--------------------|------------|------------------|
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
| **BILLABLE HOUR RATE for TSD/Tech Support**

(Including Contract Positions and Specialty CSR’s) |       | [*]        |       | $[*]               |       | $[*]             |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 | [*]        |       | $[*]       |               | $[*]       |
|                                                                                                 |       |       |       |               |       |

 

| **DRUG SCREEN &**

**BACKGROUND CHECK** |   | Passed  through at cost (Checks required as a result of attrition will be the  responsibility of Supplier.)          |
|--------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------|
| ** **                                       |   |                                                                                                                 |
| **OVERTIME RATE**                                |   | [*]%  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty  CSR’s and Contract Positions |
| ** **                                       |   |                                                                                                                 |
| **HOLIDAY RATE**                                 |   | [*]%  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty  CSR’s and Contract Positions |
| ** **                                       |   |                                                                                                                 |
|                                             |   | New  Hire/Growth $[*]                                                                                                |
|                                             |   | Nesting:  $[*]                                                                                                       |
| **TRAINING RATE**                                |   | Continuing  Education Training: [*]                                                                                  |
|                                             |   | Conversion  Training as defined in section 12.5.e, [*]                                                               |
|                                             |   | All  Attrition: [*]                                                                                                  |

 

 

19

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**Exhibit B, Appendix 3**

**Price**

[*]

** **

| **PROGRAM NAME**                                                                                                                           | ** ** | **CONSUMER CUSTOMER CARE**                                                                                            |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                 |       |                                                                                                                  |
| **LOCATION**                                                                                                                               |       | [*]                                                                                                                   |
| ** **                                                                                                                                 |       |                                                                                                                  |
| **BILLABLE HOUR RATE**

(March 1st, 2010  —September 30th, 2010)

Includes Contract Positions and Specialty CSR’s      |       | $[*]*                                                                                                                 |
| ** **                                                                                                                                 |       |                                                                                                                  |
| **BILLABLE HOUR RATE**

( September 1st, 2010 — September 30th, 2012)

Includes Contract Positions and Specialty CSR’s |       | $[*]*                                                                                                                 |
| ** **                                                                                                                                 |       |                                                                                                                  |
| **DRUG SCREEN & BACKGROUND CHECK**                                                                                                |       | Passed  through at cost (Checks required as a result of attrition will be the  responsibility of Supplier.)*          |
| ** **                                                                                                                                 |       |                                                                                                                  |
| **OVERTIME**                                                                                                                               |       | Premium  Rate: [*]% premium above the Billable Hour Rate                                                              |
| ** **                                                                                                                                 |       |                                                                                                                  |
| **HOLIDAY RATE**                                                                                                                           |       | [*]%  premium above the applicable Billable Hour rate. Applies to CSRs, Specialty  CSR’s and Contract Positions. |
| ** **                                                                                                                                 |       |                                                                                                                  |
| ** **                                                                                                                                 |       | New  Hire/Growth $[*]                                                                                                 |
| ** **                                                                                                                                 | ** ** | Nesting:  $[*]                                                                                                        |
| **TRAINING RATE**                                                                                                                          |       | Continuing  Education Training: [*]                                                                                   |
|                                                                                                                                       |       | Conversion  Training as defined in section 12.5.e [*]                                                                 |
| ** **                                                                                                                                 | ** ** | All  Attrition: [*]                                                                                                   |

----

*Ramp Specific Notes

·                  AT&T willnot be charged for New Hire Training and associated Drug Screen &Background Check for the first [*] CSRs that successfully complete New Hiretraining.

·                  Any CSRs beyondthe initial [*] will be considered as growth and all costs associated with NewHire training, Background checks and Drug Screen tests will be passed throughto AT&T.

 

20

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**Exhibit C**

**Program Descriptions**

** **

| **Program Name**                                  | ** ** | **Program Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **Program Projects by Sites**

Any changes to the mix of

Program project(s) supported

by Site shall be subject to

Section 4.22 (Change Management) of the  Agreement. |
|---------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                                                                                                                                                               |
| **Customer Service Experience (“CSE”)** |       | Inbound  calls from post paid consumer 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. Clerical/User ID Services include Activities directly  related to data entry, updating, typing, filing, creation of job aids,  updating CSR communication web sites, maintenance of AT&T user IDs and  such other activities as are approved by AT&T in writing. |       | [*]                                                                                                                                                                                |

 

 

21

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| **Transfer of Business Responsibility (ToBR)**

** **                                                                                                      |   | Inbound  calls from post paid subscribers to change ownership and financial  responsibility for a line/s of service from one account holder to another.  Duties include verification of authorization, determine eligibility and  process credit check; set expectations for deposits, contract end dates, roll  over minutes, advise of process fee/s and send collateral. Maintenance  activities: Process upgrades on the receiving account if eligible; provision  new rate plans, features, services and promotions. Handle inquiries for  billing, customer cancellations, troubleshooting and escalated  services/resolution/appeals. |   | [*]    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| ** **                                                                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| **Technical Support**                                                                                                                                           |   | Primary  point of contact for issues relating to call and data processing, roaming  wireless network, prepaid network, provisioning and TDMA, GSM and data  technology. Offline work to support technical services can include filing  cases and escalating resolution, and a filter team may exist to review case  quality before routing to Tier III network groups.                                                                                                                                                                                                                                                                       |   | [*]    |
| ** **                                                                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| **Specialty CSR’s**

Including but not limited to Commitment  Rep, CAF, Production RSD, ICU Caseworkers, Abay RSD, M&P Specialist  and Abay Coach |   | Services  for unique business types including call handling for escalated customer care  issues specific to billing, equipment, coverage and account details.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | [*]    |

 

 

22

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**Exhibit D**

 

**Hours of Operations and Training Durations**

 

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) ServicesHours of Operation upon [*] calendar days written notice to Supplier.

 
| **Program Names**                                     | ** ** | **Project**                                                                                                                 | ** ** | **Site** | ** ** | **Hours of   Operation********All Times   Listed in CST** | ** ** | **Maximum  New Hire  Training********Days** | ** ** | **Maximum  Nesting  Days** |
|------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|-----------------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|----------------------------|
| **Customer Service Experience (“CSE”)**          |       | Southeast  CSE                                                                                                              |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |
| ** **                                                 |       | South  Central CSE                                                                                                          |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |
| ** **                                                 |       | North  Central CSE                                                                                                          |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |
| **Technical Support**                                      |       | South  East                                                                                                                 |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |
| ** **                                                 |       | North  Central                                                                                                              |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |
| **Transfer of Business Responsibility (“ToBR”)** |       | National                                                                                                                    |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |
| **Specialty CSRs**                                         |       | Commitment  Rep, Credit and Adjustment Rep (CAF), Production RSD, Abay RSD, Abay Coach,  ICU Caseworker, M&P Specialist |       | [*]      |       | [*]                                                                                     |       | [*]                                              |       | [*]                        |

 

28

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**Exhibit E**

 

**Specialty CSR’s**

**Ratios and Descriptions**

 

TheParties acknowledge that Supplier shall begin providing Services related toSpecialty CSRs for any given Site only upon receipt of a Change Notice fromAT&T as described in Section 4.22 (Change Management) of theAgreement. In addition, AT&T may terminate such Services associated withSpecialty CSR’s by delivering a Change Notice to Supplier at any time.  The Parties acknowledge that these Serviceswill be provided, if at all, at AT&T’s sole discretion.

 
| **Position Name**                | ** ** | **Required Ratio** |
|---------------------------------------|------------|-------------------------|
| **Commitment Rep**                    |       | [*]                     |
| **ICU Caseworker**                    |       | [*]                     |
| **CAF (Credits and Adjustments) Rep** |       | [*]                     |
| **Production RSD**                    |       | [*]                     |
| **Abay RSD**                          |       | [*]                     |
| **Abay Coach**                        |       | [*]                     |
| **M&P Specialist**                |       | [*]                     |

 

**Specialty CSR Descriptions**

 

**a)****            ****Commitment Rep**

 

A Commitment Rep makes outboundcustomer care calls in response to commitments set by customer care.  The purpose is to follow up with the customerat a later time to test resolutions and/or provide resolutions for issues suchas equipment ordering, troubleshooting and bill reviews.

 

**b)****            ****ICU Caseworker**

 

An ICU Caseworker identifies solutions to unresolvedcustomer needs and global affecting issues. They partner with resources in alldepartments to determine the best possible course of action, educate agents inhuddles, provide feedback/coaching opportunities and create trending reports.

 

**c)****             ****Credits and Adjustments Rep**

 

A Credits and Adjustments Rep monitors/researches andtracks the approval of all credits and adjustment forms that exceed inboundcare CSRs Schedule of Authorization’s.

 

**d)****            ****Production RSD**

 

A Production RSD is a CSR whowalk the call center floor providing assistance to call taking CSRs by guidingthem on how/where to find answers, appropriate tool usage andpolicies/procedures.  Interactions aretracked in order to identify trends and educational opportunities. Thisposition also requires a minimum amount of time taking inbound calls to keep uptheir skills.

 

**e)****             ****Abay Coach**

 

A Nesting Coach is a non-calltaking support CSR who partners closely with Nesting supervisors to developnewly hired CSRs and facilitate team meetings. Duties include reviewing performance metrics, creating SMART coachingplans and live call monitoring.

 

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**f)****              ****Abay RSD**

 

A Nesting RSD is a non-call taking support CSR who walkthe Site floor providing assistance to call taking CSRs by guiding them onhow/where to find answers, appropriate tool usage and policies/procedures.  Interactions are tracked in order to identifytrends and educational opportunities. Resources are monitored in real time to improve efficiencies.

 

**g)****            ****M&P Specialist**

 

AnM&P Specialist handles functions of a Site by tracking, compiling,summarizing and distributing information for tasks involving quality andperformance management.  Other duties include but are not limited to, audits,Clarify maintenance and application troubleshooting, high levelcredits/adjustments, creating center communications and various specialprojects.

 

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**Exhibit F**

 

**Contract Positions Descriptions**

 

TheParties acknowledge that Supplier shall begin providing Services related to aContract Position for any given Site only upon receipt of a Change Notice fromAT&T as described in Section 4.22 (Change Management) of theAgreement. In addition, AT&T may terminate such Services associated withContract Positions by delivering a Change Notice to Supplier at any time.  The Parties acknowledge that these Serviceswill be provided, if at all, at AT&T’s sole discretion.

 

**ContractPosition Descriptions**

 

**a.****             ****Quality Champion**

 

A Quality Champion interacts with all departments tocoordinate quality assurance training, analyze reporting and to createeffective action plans. Duties include tracking, trending, researching andidentifying/removing obstacles; creating job aids, speaking in huddles andcommunicating effectively with AT&T.

 

**b.****             ****Sales Champion**

 

A Sales Champion interacts with all departments tocommunicate sales goals.  Duties includemotivating employees, troubleshooting performance issues, providing effectivecoaching, creating job aids and posting performance results.

 

**c.****              ****ICU Lead**

 

Manages the urgent case process within the Site. Dutiesinclude tracking, trending, researching and identifying/removing obstacles,case assignment and performance review to ICU Caseworkers when applicable.

 

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**Exhibit G**

 

**Technology Requirements**

 

**1.1****                  ****Desktop**

 

WhereasAT&T Vendor Management will deliver to Supplier, an updated AT&TDesktop Configuration Checklist where Supplier shall provide and supportdesktop hardware and software in compliance with the AT&T DesktopConfiguration Checklist, Supplier shall only be required to refresh desktophardware every three (3) years to ensure optimal performance is maintainedfor AT&T applications.

 

**1.2****                  ****VoiceNetwork/Telephony**

 

Suppliershall provide Local Exchange Carrier (LEC) circuits to support outboundcalling, including transferred calls. The quantity and configuration of the circuits required varies andAT&T and Supplier, through mutual agreement will determine anyconfiguration changes and/or augmentations. All Supplier-provided LEC circuits shall be installed in accordance withAT&T standard architecture requirements.

 

Supplieris required to provide a United States point of presence for circuittermination.   Supplier shall provide nohigher than a [*] round trip time with voice over ip transport technology tomaintain acceptable call quality to meet the AT&T customer satisfactionmeasures.

 

Themaximum number of CSRs per Intelligent Call Management Peripheral Gateway (ICMPG) pair is based upon maximum concurrent CSRs. AT&T’s standard architecture requirements allows a maximum of onethousand five hundred (1,500) concurrent CSRs per ICM PG pair.  AT&T, at its sole discretion, may specifychanges to this allowable limit. Supplier shall provide additional facilities (space, power, network,telephony hardware and software) as required to support this limit inaccordance with the AT&T standard architecture requirements.

 

Supplierwill provide disaster recovery for and geographic redundancy of its AutomaticCall Distributor (ACD) in accordance with AT&T standard architecturerequirements.

 

**1.3****                  ****DataNetwork**

 

Suppliershall provide a continental United States point of presence for networkconnectivity to AT&T. The network design for connectivity between the twoentities shall comply with AT&T Standard Architecture Requirements.Supplier utilizes Business-to-Business (B2B) VPN to interconnect to AT&T,Supplier shall be responsible for Supplier’s internet service

 

Supplier-to-Supplier(non-ATT) traffic is not permitted. AT&T shall not be used as a transit network.

 

Suppliershall provide geographic network redundancy to mutually agreed upon AT&TPerimeter infrastructures designed to provide business to business connectivityif redundant connectivity is necessary.

 

AT&Twill support a maximum of [*] business-to-business connections (excludes CLECconnections).  Supplier agrees toconsolidate multiple connections into [*]connections, [*].  AT&T recommends Supplier’s use of BorderGateway Protocol (BGP) to control routing over primary and backupconnections.  Both connections shallroute identical address space. Only the primary connection passes traffic.  In the event the primary connection fails,traffic shall be dynamically routed to the backup connection.  Each of the two connections shall have enoughcapacity to handle all traffic.

 

Registeredaddress space is required for all connections. It is the Supplier’s responsibility to NAT (“Network Address Translation”)private address space to registered address space.  A user-to-NAT ratio of 35:1 is recommended toavoid latency issues. (Example: 35 users per NAT’d IP; 200 users would require6 NAT’d IP addresses).

 

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Supplieris required to manage and support latency within Supplier’s network and shallprovide no higher than a [*] to the point of presence; values higher than thisthat impact performance due to latency in the Supplier’s network shall be theresponsibility of Supplier to correct.

 

Suppliershall notify AT&T in advance of implementing Supplier network changesimpacting Supplier connectivity with AT&T networks including but notlimited to topology or technology changes and office relocations within theSupplier network.

 

Suppliershall be responsible for monitoring Supplier’s network performance and capacityto ensure such performance and capacity support Supplier’s performanceobligations under this Order.

 

**1.4****                  ****ApplicationMonitoring and Tools**

 

Suppliersshall provide one (1) personal computer at each Site that will be used asa “Tools and Monitoring Machine”. Supplier shall promptly respond to tools and monitoring alerts deliveredto Supplier by AT&T.   In the eventsuch Tools and Monitoring Machine stops reporting, Supplier shall immediatelyreactivate that machine and resume reporting within [*] hours of alertnotification.

 

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