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EXHIBIT 10.30
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of January 1,
2001, by and between StarTek, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxx ("Executive").
Executive is currently employed by the Company and Executive and the
Company desire to enter into this Agreement in order to document certain
agreements regarding their employment relationship.
For good and valuable consideration, it is agreed as follows:
1. Employment; Term. Subject to the terms and conditions set forth
herein, the Company shall continue to employ Executive, and Executive shall
continue to serve in such capacities as may be determined by the Board of
Directors ("Board") and acceptable to Executive, through July 15, 2004, unless
otherwise extended by mutual agreement or unless the employment of Executive is
terminated at an earlier date in accordance with the terms hereof.
2. Duties. Executive shall perform all duties as may be reasonably
assigned to him from time to time by the Board. During the Term, Executive shall
not, directly or indirectly, organize, engage in, own, manage, operate, control,
be employed by or participate in the ownership, management, operation or control
of any business that is competitive with the business of the Company.
3. Compensation. Company shall pay Executive an annual base cash salary
of $270,800 ("Base Compensation"), payable in installments at the regular
payroll periods of the Company. Such salary may be increased as determined by
the Compensation Committee of the Board. Additionally, Executive shall be
entitled to participate in all medical plans made available generally to
executive officers of the Company. The Company shall also reimburse Executive
for reasonable and necessary expenses incurred in the performance of his duties.
4. Termination. This Agreement and Executive's employment with the
Company may be terminated by the Company or Executive at any time for any reason
upon 90 days' prior written notice to the other party, except in the event of
death of Executive in which case the Agreement will terminate as of the date of
death. Upon termination of Executive's employment for any reason other than
death, Executive shall be entitled to payment of the Base Compensation through
July 15, 2004. In the event of the death of Executive, Executive's estate shall
be entitled to payment of Base Compensation only to the date of death.
5. Confidential Information. Executive agrees not to disclose any
Confidential Information (defined below) or proprietary information (including
trade secrets) of the Company to any person not employed by the Company,
including information received in confidence from the Company or others either
before, during or after his employment by the Company, except upon the prior
written consent of the Chairman of the Board. Executive acknowledges that such
Confidential Information and proprietary information of the Company will include
matters conceived or developed by him, as well as matters learned by him from
other employees of the
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Company. Any Confidential Information that Executive shall prepare, use or come
into contact with shall be and remain the Company's sole property and shall not
be removed from the Company's premises without the prior written consent of the
Chairman of the Board, and shall be returned upon termination of employment.
Executive will not, except as the Company may otherwise consent or direct in
writing, sell, use, lecture upon or publish any Confidential Information or
proprietary information of the Company or authorize anyone else to do those
things at any time either during or subsequent to the employment of Executive
hereunder. The obligations of Executive set forth in this Section 5 shall
survive the termination of his employment. For purposes of this Agreement, the
term "Confidential Information" means information (i) disclosed to or known by
Executive as a consequence of his employment hereunder; (ii) not publicly
disclosed by the Company; and (iii) which relates to the business of the
Company. By way of illustration, but not limitation, and assuming that the
following examples meet the requirements of clauses (i), (ii), and (iii) of the
preceding sentence, Confidential Information includes trade secrets, techniques,
new product ideas, marketing plans, strategies, forecasts, financial and cost
information, customer lists, prospective customer lists, concepts, know-how,
improvements, proposals, and inventions. In the event of any breach of the
foregoing restrictions, Executive acknowledges that the harm to the Company
cannot be reasonably or adequately compensated in damages in any action at law.
Accordingly, Executive agrees that, upon any violation of the terms of this
Section 5, the Company shall be entitled to preliminary and permanent injunctive
relief in addition to any other remedy that may be available thereto at law or
in equity.
6. Non-Competition. Executive acknowledges that (i) Executive is one of
the limited number of persons who, as an executive of the Company, developed the
business of the Company (the "Business"); (ii) the Business is conducted
globally; (iii) his work for the Company has given him, and his work for the
Company will continue to give him, proprietary information and trade secrets of
and confidential information concerning the Company; and (iv) the agreements and
covenants contained in this Section 6 are essential to protect the Business and
goodwill of the Company. Accordingly, Executive covenants and agrees as follows:
(a) For the period commencing on the date employment of Executive is
terminated hereunder and ending on July 15, 2004 (the "Restricted Period"),
Executive shall not, directly or indirectly, (i) engage in the Business or any
material aspect of the Business for the Executive's own account or (whether as
an employee, agent, contractor or otherwise) for the account of any person or
entity (other than the Company); (ii) enter the employ of any person or entity
(other than the Company) for which any aspect of the Business is responsible for
any material portion of its revenues; (iii) become a partner, member,
shareholder, officer, director, manager, or employee of any person or entity
(other than the Company) for which any aspect of the Business is responsible for
any material portion of its revenues, other than holding publicly traded
securities that represent less than 5% of the outstanding securities of such
person or entity; or (iv) solicit or attempt to solicit any business (which is
related to any material aspect of the Business) to be conducted anywhere (or
help any other person or entity solicit or accept any such business) from any
person or entity who, during the twenty-four months preceding the date of
termination or expiration of Executive's employment, is a customer or supplier
of the Company or who during the Restricted Period becomes, and actually is
known by Executive to be, a customer or supplier of the Company.
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(b) During the Restricted Period, the Executive shall not, directly
or indirectly, hire or solicit any employee of the Company or encourage any
employee to leave such employment for any business whether or not a competitor
of the Company.
(c) If a court of competent jurisdiction determines that the terms
of this Section 6 are partially or wholly inoperative, unenforceable or invalid
in a particular case because of their time or geographic scope or for any other
reason, the parties agree that such court shall have the power to limit such
time or geographic scope or otherwise to recast the terms of this Section 6 in
such case so as to permit its enforcement to the greatest extent permitted by
applicable law. In the event of a breach or anticipatory breach of this Section
6, Executive agrees that the remedies as law may be inadequate and that the
Company shall be entitled to preliminary and permanent injunctive relief in
addition to any other remedy that may be available thereto at law or in equity.
The obligations of Executive set forth in this Section 6 shall survive the
termination of his employment.
(d) The enforceability by the Company of the obligations of
Executive under this Section 6 are conditioned upon Executive's receipt of Base
Compensation through July 15, 2004.
7. General Provisions. The failure by either party hereto to insist
upon strict compliance with any of the terms or conditions hereof shall not be
deemed a waiver of such term or condition, nor shall any waiver of such term or
condition at any one or more times be deemed a waiver of such term or condition.
This Agreement shall inure to the benefit of and be binding upon the Company,
its successors and assigns. Executive shall not have the right to assign this
Agreement or to delegate any of his duties hereunder. This Agreement constitutes
the full and complete understanding and agreement of the parties with respect to
the matters set forth herein and supersedes all prior understandings and
agreements between such parties. This Agreement may be modified or amended only
by an agreement in writing signed by the party against whom enforcement may be
sought. If for any reason whatsoever any one or more of the provisions of this
Agreement is determined by a court of competent jurisdiction to be inoperative,
unenforceable or invalid in a particular case, such determination shall not
render such provision invalid in any other case or render any of the other
provisions of this Agreement inoperative, unenforceable or invalid. The
exercise, validity, construction, operation and effect of the terms and
provisions of this Agreement shall be determined in accordance with the law of
the State of Colorado as in effect for contracts made and to be performed in
such state.
8. Tax Withholding. The Company shall have the right to deduct or
withhold from the compensation due to Executive hereunder any and all sums
required for federal income and Social Security taxes and all state or local
taxes now applicable or that may be enacted or become applicable in the future.
9. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be sent by registered or certified mail,
postage prepaid, or by generally recognized prepaid overnight air courier
service, addressed as follows:
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If to the Company:
StarTek, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: A. Xxxxx Xxxxxxxxxx, Xx.
If to the Executive:
Xxxxxxx X. Xxxxxx
0000 00xx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
The designation of the persons to be so notified and the address of
such persons for the purposes of such notice may be changed from time to time by
a notice delivered in the manner contemplated by this Section 9.
In witness whereof, this Agreement has been executed by the parties
hereto as of the date first written above.
COMPANY
STARTEK, INC.
By: /s/ A. Xxxxx Xxxxxxxxxx, Xx.
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Name: A. Xxxxx Xxxxxxxxxx, Xx.
Title: Chairman of the Board
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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