EXHIBIT 10.21
STARTEK, INC.
OPTION AGREEMENT
Date of Grant: May 13, 2005
THIS OPTION AGREEMENT (this "Agreement"), dated as of the date
of grant first stated above (the "Date of Grant"), is delivered by StarTek,
Inc., a Delaware corporation (the "Company") to Xxxxxx X. Xxxxxx (the
"Participant"), who is an employee of the Company or one of its Designated
Subsidiaries.
Recitals
A. The Board of Directors of the Company (the "Board") has adopted,
with subsequent stockholder approval, the StarTek, Inc. Stock Option Plan (the
"Plan").
B. The Plan provides for the granting of incentive stock options (each
an "ISO") and nonqualified stock options (each a "NSO") by a committee to be
appointed by the Board (the "Committee") to key employees of the Company or any
subsidiary of the Company to purchase, or to exercise certain rights with
respect to, shares of the common stock of the Company, par value $0.01 per
share, in accordance with the terms and provisions thereof; and
C. Participant and the Company have entered into that certain
Employment Agreement, dated as of May 13, 2005, by and between the Company and
Participant (the "Employment Agreement"), pursuant to which the Company has
agreed to grant to Participant the stock options set forth herein, subject to
the terms and conditions hereof.
Agreement
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. Except as expressly indicated herein, defined terms used in this
Agreement shall have the meanings set forth in the Plan.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set forth,
the Company, with the approval and at the direction of the Committee, hereby
grants to the Participant, as of the Date of Grant, an option to purchase up to
225,000 shares of Common Stock at a price of $11.97 per share, the Fair Market
Value of the Common Stock as of the Date of Grant. Such option is hereinafter
referred to as the "Option" and the shares of Common Stock purchasable upon
exercise of the Option are hereinafter
sometimes referred to as the "Option Shares". The Option is intended by the
parties hereto to be, and shall be treated as, an ISO.
3. VESTING AND TERMINATION OF THE OPTION.
(a). Vesting of Option. Subject to the provisions of the Plan which
provide for acceleration of exercisability of the Option in certain
circumstances as provided therein and such further limitations as are provided
in the Plan and this Agreement, the Option shall vest and be exercisable as to
the Option Shares (subject to adjustment as provided in paragraph 10 of the
Plan) as follows:
Effective as of the Date of Grant,
11,250 Option Shares shall vest and
be immediately exercisable.
Commencing on June 16, 2005
and on the 16th day of each month
thereafter through and including
the first anniversary of the
Vesting Commencement
Date (as defined below): 3,750 Option Shares
On the second anniversary
of the Vesting Commencement
Date: 45,000 Option Shares
On the third anniversary
of the Vesting
Commencement Date: 45,000 Option Shares
On the fourth anniversary
of the Vesting
Commencement Date: 45,000 Option Shares
On the fifth anniversary
of the Vesting
Commencement Date: The balance of the
Option Shares not
theretofore vested.
For purposes of this Agreement, "Vesting Commencement Date" shall mean February
16, 2005. Except as provided below, upon Termination of Employment for any
reason, a Participant shall forfeit any Options that are not vested on the date
of Termination of Employment. In the event of any Termination of Employment of
Participant for any
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reason other than for the reasons set forth in Section 10(d) of the Employment
Agreement prior to the second anniversary of the Vesting Commencement Date,
then, all unvested Option Shares that were scheduled to vest and become
exercisable on or before the second anniversary of the Vesting Commencement Date
shall immediately vest and become immediately exercisable to the extent such
Option Shares were not previously vested and exercisable. Notwithstanding any
provisions of the Plan to the contrary, upon Termination of Employment of the
Participant for Cause, no Options vested as of the date of Termination of
Employment will be cancelled and forfeited by the Participant by reason of such
Termination of Employment for Cause and such vested Options shall remain
exercisable pursuant to the terms of this Agreement
(b) Termination of Option. Subject to the provisions of the Plan, the
Option granted under this Agreement will expire as of the earliest of:
(i) the date of which it is forfeited under the
provisions of paragraph 3(a) hereof;
(ii) 10 years from the Option Date;
(iii) 180 days after the Participant's Termination of
Employment for any reason; provided however, the
Participant acknowledges that under present law, if
the Option is exercised more than three (3) months
after the date of termination of employment, the
Option will not qualify as an ISO, unless the
Participant dies within such three (3) month period.
In the event that ISO treatment is not available, the
Option will be taxed as a NSO upon exercise.
4. EXERCISE OF OPTIONS.
(a) Notice and Payment. To exercise an Option in whole or in part, a
Participant (or, after his death, his executor or administrator) must give
written notice to the Committee, stating the number of shares as to which he
intends to exercise the Option together with payment of the Option Price. The
Option Price (and any required withholding) may be paid (i) in cash, or (ii) in
shares of Common Stock having an aggregate Fair Market Value, as determined on
the date of delivery, equal to the Option Price.
(b) Delivery of Certificate. On the exercise date specified in the
Participant's notice or as soon thereafter as is practicable, the Company shall
cause to be delivered to the Participant, a certificate or certificates for the
Option Shares then being purchased (out of theretofore unissued Common Stock or
reacquired Common Stock, as the Company may elect) upon full payment for such
Option Shares. The obligation of the Company to deliver Common Stock shall,
however, be subject to the condition that if at any time the Committee shall
determine in its discretion that the
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listing, registration or qualification of the Option or the Option Shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase of
Common Stock thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
(c) Failure to Pay. If the Participant fails to pay for any of the
Option Shares specified in such notice and any required withholding tax or fails
to accept delivery of the Option Shares, the Participant's right to purchase
such Option Shares may be terminated by the Company. The date specified in the
Participant's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise and any required tax withholding shall have been
received by such date.
5. NON-TRANSFERABILITY TO OPTION. During the Participant's lifetime, the Option
shall be exercisable only by the Participant or any guardian or legal
representative of the Participant, and the Option shall not be assignable or
transferable by the Participant except, in case of the death of the Participant,
by will or the laws of intestate succession. In addition, the Option shall not
be subject to attachment, execution or other similar process. In the event of
(i) any attempt by the Participant to alienate, assign, pledge, hypothecate or
otherwise dispose of the Option, except as provided for herein, or (ii) the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the
Participant and it shall thereupon become null and void.
6. TRANSFERABILITY OF OPTION SHARES. The Participant hereby agrees that the
Option Shares acquired upon exercise of the Option shall be acquired for the
Participant's own account for investment purposes only and not with a view to
any distribution or public or public offering thereof within the meaning of the
Act, or other applicable securities laws. If the Board so determines, any stock
certificates issued upon exercise of the Option shall bear a legend to the
effect that the Option Shares have been so acquired. The Company shall not be
required to bear any expenses of compliance with the Act, other applicable
securities laws, or the rules and regulations of any national securities
exchange or other regulatory authority in connection with the registration,
qualification or transfer, as the case may be, of the Option or any Options
Shares acquired upon exercise thereof. The foregoing restrictions on the
transfer of Options Shares shall not apply if (i) the Company shall have been
furnished with a satisfactory opinion of counsel to the effect that such
transfer will be in compliance with the Act and all other applicable securities
laws, or (ii) the Option Shares shall have been duly registered in compliance
with the Act and all other applicable securities laws.
The Participant further agrees that, upon any sale of Option Shares
within two (2) years from the Date of Grant of the Option, or within one year
after transfer of such Option Shares to the Participant's ownership, then the
Participant shall immediately
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notify the Company in writing of such disposition and the amount realized by the
Participant upon such disposition.
7. EMPLOYMENT NOT AFFECTED. Neither the granting of the Option nor its exercise
shall be construed as granting to the Participant any right with respect to
continuance of employment with the Company or any Subsidiary. Except as may
otherwise be limited by a written agreement between the Company or any
Subsidiary and the Participant, the right of the Company or any Subsidiary to
terminate at will the Participant's employment with it at any time (whether by
dismissal, discharge, retirement or otherwise) is specifically reserved by the
Company or Subsidiary (whichever the case may be), and acknowledged by the
Participant.
8. AMENDMENT OF OPTION. The Option may be amended by the Board or the Committee
at any time (i) if the Board or the Committee determines, in its sole
discretion, that amendment is necessary or advisable in the light of any
addition to or change in the Code or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option or (ii)
other than in the circumstances described in clause (i), with the consent of the
Participant.
9. NOTICE. Any notice to the Company provided for in this Agreement shall be
addressed to the Company in care of its Secretary at its executive offices at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, and any notice to the Participant
shall be addressed to the Participant at the current address shown on the
payroll records of the Company. Any notice shall be deemed to be duly given if
and when properly addressed and posted by registered or certified mail, postage
prepaid.
10. INCORPORATION OF PLAN BY REFERENCE. The Option is granted pursuant to the
terms of the Plan, the terms of which are incorporated herein by reference, and
the Option shall in all respects be interpreted in accordance with and subject
to the terms and provisions of the Plan. The Committee shall interpret and
construe the Plan and this Agreement, and its interpretations and determinations
shall be conclusive and binding on the parties hereto and any other person
claiming an interest hereunder, with respect to any issue arising hereunder or
thereunder. If any terms of this Agreement conflict with the terms of the Plan,
the terms of the Plan shall control.
11. GOVERNING LAW. The validity, construction, interpretation and effect of this
Agreement shall exclusively be governed by and determined in accordance with the
laws of the State of Delaware, except to the extent preempted by federal law,
which shall to the extent of such preemptive govern.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
Date of Grant specified above.
STARTEK, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman of the Compensation ACCEPTED AND AGREED TO:
Committee of the Board of
Directors /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Participant
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