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EXHIBIT 10.34
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of May 2001, by
and between StarTek, Inc., a Delaware corporation (the "Company"), and Xxxxxxx
X. Xxxxx ("Executive").
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 employ Executive as President and Chief Executive
Officer, and Executive shall serve in such capacities as may be determined by
the Board of Directors (the "Board") and acceptable to Executive, through May,
2006, 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, and, specifically, Executive
shall be responsible for and in charge of the day-to-day operations of the
Company. 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 competitor of the Company.
3. Compensation, Options and Benefits. Company shall pay Executive an
annual base cash salary of $400,000 ("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 and will
increase $20,000 every other year beginning on the second anniversary of this
Agreement. Executive shall be awarded qualified options to purchase 200,000
shares at a strike price equal to market price upon inception of employment.
Options will have terms as provided by the StarTek, Inc. Stock Option Plan dated
February 13, 1997, and as amended from time to time by the Board. Executive
shall have the opportunity to receive an additional 200,000 options in
accordance with a performance-based option plan if approved by the Board.
Additionally, Executive shall be entitled to the benefits listed in Exhibit A
(attached hereto and incorporated specifically herein by reference). The Company
shall also reimburse Executive for reasonable and necessary expenses incurred in
the performance of his duties and for which Executive provides such
documentation as required by the Company's policies.
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 other than for cause or death,
Executive shall be entitled to payment of the Base Compensation for one (1) year
from date of termination.
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For purposes of this Agreement, "cause" means (i) abandonment of the job or
unexcused failure to report for work for 48 hours without proper notification,
other than any such failure resulting from Executive's death or Disability; (ii)
the conviction of Executive by a court of competent jurisdiction of a felony or
the theft or embezzlement of Company assets; (iii) Executive's intoxication
while on duty resulting from use of illegal drugs, alcohol or other controlled
substances; or (iv) any breach by Executive of his obligations under Paragraph 2
of this Agreement stating that 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
competitor of the Company.
5. Confidential Information. Except in the ordinary course of business,
Executive will not disclose any confidential or proprietary information of the
Company (defined herein below collectively as "Confidential Information") 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. Executive acknowledges that such Confidential Information will include
matters conceived or developed by him, as well as matters learned by him from
other employees of the Company. Any Confidential Information that Executive
shall prepare, use or come into contact with shall be and remain the Company's
sole property and, except in the ordinary course of business, 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 ("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 any and all
proprietary information, 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, has
comprehensive knowledge of the business of the Company; (ii) the Business is
conducted globally; (iii) his work for the Company will have given him, and his
work for the Company will continue to give him, access to Confidential
Information; and (iv) the agreements and covenants contained in this Section 6
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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 one (1) year thereafter (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; or (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.
(b) For the period commencing on the date employment of the
Executive is terminated hereunder and ending three (3) years hence, 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 or 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.
(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 at 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 hereunder.
(d) The enforceability by the Company of the obligations of
Executive under this Section 6 are conditioned upon payment by the Company of
Executive's Base Compensation pursuant to the terms and conditions of Section 4
herein.
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
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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:
If to the Company:
StarTek, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: A. Xxxxx Xxxxxxxxxx, Xx.
If to the Executive:
Xxxxxxx X. Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, 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.
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In witness whereof, this Agreement has been executed by the parties
hereto as of the date first written above.
STARTEK, INC.
By: /s/ A. Xxxxx Xxxxxxxxxx, Xx.
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A. Xxxxx Xxxxxxxxxx, Xx.
Chairman of the Board
EXECUTIVE
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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EXHIBIT A
BENEFITS
Vacation: 20 days per year
Holidays: 10 days per year (9 National holidays plus one)
Sick days: 6 days per year with rollover
Health Insurance: Standard family plan for employees with reimbursement
of additional cost of insurance to 100% of cost.
Disability Insurance: $240,000 per year
Life Insurance: Equal to 1 year's Base Compensation, and Executive
shall have the sole right to name beneficiaries.
Relocation
Assistance: Professional assistance with any cost paid by StarTek
100% reimbursement of expenses or StarTek performs
transactions to avoid taxable income to Xxxx.
