**Exhibit 10.82**

 

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

 

Amendment

 

20080122.003.A.001

 

Between

 

StarTek, Inc.

 

And

 

AT&T Mobility LLC

 

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20080122.003.A.001

** **

**AMENDMENTNO. 1**

 

**AGREEMENTNO. 20080122.003.C**

 

This Amendment, effectiveon the date when signed by the last Party (“Effective Date”), and amendingAgreement No. 20080122.003.C (“Work Order”), is by and between StarTek, Inc.,(“Supplier”), and AT&T Mobility LLC, (“AT&T”), each of which may bereferred to in the singular as a “Party” or in the plural as the “Parties.”

 

**WITNESSETH**

 

**WHEREAS**, Supplier and AT&T entered into theWork Order on May 1, 2008; and

 

**WHEREAS**, the Work Order was entered pursuant toAgreement No. GAMSA-STAR081106-00; and

 

**WHEREAS**, Supplier and AT&T desire to amendthe Work Order so that the terms of Agreement No. 20070105.006.C arecontrolling.

 

**NOW,THEREFORE**, inconsideration of the premises and the covenants hereinafter contained, theParties hereto agree as follows:

 

1.               The initial paragraph of the Work Order is deleted inits entirety and replaced with the following:

 

This Work Order20080122.003.C is issued pursuant to the Contact Center Agreement No. 20070105.006.C(“Agreement”) between AT&T Services, Inc. (“AT&T Mobility” or “AT&T”)and StarTek Inc. (“Supplier”) and the Agreement is incorporated by referenceherein.  Capitalized terms used in thisWork not otherwise defined herein shall have the definitions specified in theAgreement.  If the Work Order conflictswith the terms and conditions of the Agreement, the terms and conditions of theAgreement shall control unless set forth in the “Special Considerations”section of this Work Order in which case the WO shall govern and control.

 

2.               The individuals listed in the table below will serveas primary contact for the Program.  Anychanges will be done in accordance with Exhibit 5 of the Agreement.

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

 

3.               Section 6.1is hereby deleted in its entirety and replaced with Section 6.1 which isincorporated into this Agreement by reference.

 

AT&TMobility and Supplier have developed the standards set forth in this WorkOrder,

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

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(hereinafter “PerformanceStandards”) to ensure the delivery of high quality, efficient customerservice.  Effective upon signature ofthis Work Order by both parties (“Execution Date”), Performance Standardmeasurements for Sites existing on the Execution Date shall begin the monthfollowing the Execution Date, or for the Performance Standards related to FirstCall Resolution and Total Resolved, the next full or prorated per completemonths remaining, as the case may be, calendar quarter.  Performance Standards for Sites opening afterthe Execution Date shall be applicable to Services performed from a particularSite/Program [*] after Site opening, or as outlined in the PerformanceMeasurements attached hereto as Exhibit E. Furthermore, anytime a particular Site/Program increases by more than [*]([*]%) over a [*] period (measured by the [*]-Day Lock FTE), PerformanceStandards shall not apply with respect to such Site/Program until [*] after theincremental Site/Program staff has been in Production handling customercalls.  Before the application of any ofthe Performance Standards, the parties agree to meet and discuss in good faithchanges to the Performance Standards set forth and the relevant AT&TMobility invoice credits and Supplier earned debits or bonuses with respect tosuch Performance Standards based on performance prior to such PerformanceStandards taking effect. Performance Standards hereunder shall be measured byProgram at each Site and shall exclude calls handled by the IVR and those callssubject to waivers as set forth herein this Work Order.  Any invoice credits owed or debits earned bySupplier shall only apply to the Services invoiced for the particularSite/Program subject to Section 1.1 herein for which it was measured andshall be assessed to Customer Service Experience (“CSE”) Program [*] inProduction only.  Any invoice debitsearned by Supplier will be used to offset AT&T Mobility invoice creditsonly, except for Section 6.3.3 Occupancy which may earn a true debit.  Notwithstanding the foregoing, Supplier mayearn a Bonus subject to Sections 6.3.1 and 6.3.2.  AT&T Mobility invoice credits, Supplierearned debits to AT&T Mobility invoice credits, and bonuses will becalculated as set forth in Section 6.3 and shall be applied on a quarterlybasis.

 

4.               Section 6.3.2is hereby deleted in its entirety and replaced with Section 6.3.2 which isincorporated into this Agreement by reference.

 

TotalResolved (“TR):  will be measured quarterly by site by theTelegence and CARE Programs which shall be considered one (1) Program forthe purposes of TR stack ranking and ranked against Like Sites’ nationalaverage, contingent upon a sample size of at least four hundred (400) perSite.    Sample sizes of less than fourhundred (400) shall be excluded from the quarterly measurement.  TR shall be waived in the event Supplier’results are within the top  [*] ([*]%) ofstacked ranking measured by region, regardless if Supplier results fall withinthe [*] or [*] quartile when measured against the national average for overallLike Sites.

 

**Example:**

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

 

Supplier results withinthe top [*] ([*]%) of the results measured by region.  TR Performance Standard and associatedAT&T Mobility invoice credit is waived. AT&T Mobility invoice creditsand Supplier earned offset debits will be applied at the end of the quarter, bySite/Program pursuant to Exhibit E. New sites will be measured [*] afterthe first call received in Production.

 

Converted sites (Sitessubject to Conversion training as described in Exhibit B herein) will be measured[*] after the first call received in Production.  The AT&T Mobility invoice

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

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credits and Supplierearned offset debits will be applied in the following fashion based on Total Resolvedscores:

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

 

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

 

A [*] ([*]%) bonus mayapply on a per Site basis if the FCR and TR stretch targets are achieved in anyquarter (“Bonus”).  The stretch targetfor Total Resolved is [*] ([*]%) or better.  The Bonus shall be calculated as follows:  1) The quarterly invoice credit(s) /debit(s) shallbe calculated (“Offset Result”), then (2) the Bonus shall be applied tothe Offset Result.

 

5.               Section 7entitled Cap is hereby deleted in its entirety and replaced with Section 7which is incorporated into this Agreement by reference.

 

The resulting Supplierearned debits and AT&T Mobility invoice credits for the applicablePerformance Standard measurement set forth herein Section 6 will only beapplied to the applicable Site’s Program [*] billed.  The total AT&T Mobility invoice creditfor all Performance Standards in aggregate in any month cannot exceed a maximumof [*] ([*]%) per Site invoice.  Thetotal invoice debits to AT&T Mobility’s invoice credit for all PerformanceStandards in aggregate in any month cannot exceed a maximum of a [*] ([*]%) perSite invoice.  Notwithstanding theforegoing, Supplier may earn an additional [*] ([*]%)  Bonus per quarter upon attainment of FCR andTR stretch targets.

 

6.               Exhibit B,Subsection (f) entitled Price is added to the Agreement and isincorporated by reference herein.

 

f.                 After Hours Rate applies to all hours outside of thenormal AT&T Mobility hours of operation Monday through Saturday and to anyhours on Sundays.

 

Original signature transmitted and received viafacsimile or other electronic transmission of a scanned document, (e.g., .pdf orsimilar format) are true and valid signatures for all purposes hereunder andshall bind the parties to the same extent as that of an originalsignature.  This Agreement may beexecuted in multiple counterparts, each of which shall be deemed to constitutean original but all of which together shall constitute only one document.

 

The terms and conditionsof the Work Order in all other respects remain unmodified and in full force andeffect.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

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**IN WITNESSWHEREOF**, the Parties have caused this Amendment to AgreementNo. 20070105.006.C to be executed, as of the date the last Party signs.

** **

 
| **StarTek, Inc.** | ** ** | **AT&T Services, Inc.,  on behalf of AT&T Mobility LLC** |
|------------------------|------------|-----------------------------------------------------------------------|
|                   |       |                                                                  |
| By:                    |       |                                                                  | By: |   |
|                   |       |                                                                  |   |   |
| Printed Name:          |       |                                                                  | Printed Name: | Jewel Hornbuckle |
|                   |       |                                                                  |   |   |
| Title:                 |       |                                                                  | Title: | Sr. Contract Manager |
|                   |       |                                                                  |   |   |
| Date:                  |       |                                                                  | Date: |   |
|                        |            |                                                                       |  |  |  |  |  |  |  |  |  |  |

 

**Proprietaryand Confidential**

This Agreement and information contained therein is not for use ordisclosure outside of AT&T, its Affiliates, and third partyrepresentatives, and Supplier except under written agreement by the contractingparties.

 

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