StarTek, Inc.
EXHIBIT 10.3
StarTek, Inc.
2008 Equity Incentive Plan
Non-Statutory Stock Option Agreement
(Director)
(Director)
Name of Participant: |
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Number of Shares Covered:
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Date of Xxxxx: | |
Exercise Price Per Share:
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Expiration Date: | |
Exercise Schedule (Cumulative): |
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Date(s) of Exercisability |
Number of Shares as to Which Option Becomes Exercisable |
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This is a Non-Statutory Stock Option Agreement (the “Agreement”), effective as of the Date of Grant
specified above, between StarTek, Inc., a Delaware corporation (the “Company”), and you, the
Participant identified above.
Background*
A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the “Plan”).
B. Under the Plan, the Board has the authority to determine Awards and administer the Plan
with respect to Awards involving Non-Employee Directors.
C. The Board has determined that you are eligible to receive an Award under the Plan in the
form of a Non-Statutory Stock Option.
| * | Any capitalized term used in this Agreement shall have
the meaning set forth in this Agreement (including in the table at the
beginning of this Agreement) or, if not defined in this Agreement, set forth in
the Plan as it currently exists or as it is amended in the future. |
D. The Company hereby grants such an option to you subject to the following terms and
conditions:
Terms and Conditions
1. Grant. You are granted an option to purchase the number of Shares specified in the
table at the beginning of this Agreement (the “Option”).
2. Exercise Price. The purchase price to you of each Share subject to the Option will be
the Exercise Price specified in the table at the beginning of this Agreement.
3. Non-Statutory Stock Option. The Option is not intended to be an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
4. Exercise Schedule. The Option will vest and become exercisable as to the number of
Shares and on the dates specified in the Exercise Schedule in the table at the beginning of this
Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not
already been exercised and has not expired, terminated or been cancelled, you (or the person
otherwise entitled to exercise the Option as provided herein) may exercise it and purchase all or
any portion of the Shares that may then be purchased under the Exercise Schedule. The Option may
also be exercised on an accelerated basis (notwithstanding the Exercise Schedule) as and to the
extent described in Section 8 of this Agreement, if it has not expired prior thereto.
5. Expiration. The Option will expire at 5:00 p.m. Mountain Time on the earliest of:
(a) The Expiration Date specified in the table at the beginning of this Agreement (which date
shall not be later than ten years after the Date of Grant);
(b) The last day of the period after the termination of your Service during which the Option
can be exercised (as specified in Section 7 of this Agreement);
(c) The date your Service is terminated for Cause; or
(d) The date (if any) the Option is cancelled pursuant to Section 14 of the Plan.
No one may exercise the Option, in whole or in part, after it has expired, notwithstanding any
other provision of this Agreement.
6. Procedure to Exercise Option.
(a) Notice of Exercise. The Option may be exercised by delivering written or electronic
notice of exercise, in a form prescribed by the Committee, to the Company’s Secretary at the
Company’s headquarters, or to the Company’s outside Plan administrator if one has been appointed.
The notice shall state the number of Shares to be purchased, and shall be signed (or authenticated
if in electronic form) by the person exercising the Option. If you are not the person exercising
the Option, the person exercising must also submit appropriate proof of his/her right to exercise the
Option.
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(b) Tender of Payment. Upon giving notice of any exercise hereunder, you shall provide for
payment of the purchase price of the Shares being purchased through one or a combination of the
following methods:
(1) Cash (including check, bank draft or money order);
(2) To the extent permitted by law, through a broker-assisted cashless exercise in which you
irrevocably instruct a broker to deliver to the Company proceeds of a sale of all or a portion of
the Shares to be issued pursuant to the exercise in payment of the purchase price of such Shares;
(3) By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on
the date of exercise equal to the purchase price of such Shares (or in lieu of such delivery, by
tender through attestation of such Shares in accordance with such procedures as the Committee may
permit); or
(4) By authorizing the Company to retain, from the total number of Shares as to which the
Option is exercised, that number of Shares having an aggregate Fair Market Value on the date of
exercise equal to the purchase price for the total number of Shares as to which the Option is
exercised.
Notwithstanding the foregoing, you shall not be permitted to pay any portion of the purchase price
with Shares, or by authorizing the Company to retain Shares upon exercise of the Option, if the
Board, in its sole discretion, determines that payment in such manner is undesirable.
(c) Delivery of Shares. Subject to Section 22(c) of the Plan, as soon as practicable after
the Company receives the notice and payment provided for above, it shall deliver to the person
exercising the Option, in the name of such person, the Shares being purchased (net of the number of
Shares sold or withheld, if any, to pay the exercise price), as evidenced by issuance of a stock
certificate or certificates, electronic delivery of such Shares to a brokerage account designated
by such person, or book-entry registration of such Shares with the Company’s transfer agent. The
Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the
Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued
shall be fully paid and nonassessable.
7. Continuous Service Requirement. Except as otherwise provided in this Section 7, the
Option may be exercised only if you have continuously provided Service to the Company or an
Affiliate since the Date of Grant and continue to provide Service on the exercise date. However,
the Option may be exercised for one year after termination of your Service for any reason other
than Cause (but in no event after the Expiration Date), but only to the extent that it was
exercisable immediately prior to the termination of Service.
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8. Acceleration of Vesting.
(a) Change in Control. Subject to Section 14 of the Plan, if a Change in Control shall occur,
then this Option shall immediately become fully vested and exercisable and shall remain exercisable
until the Expiration Date.
(b) Corporate Transaction. In the event of a Corporate Transaction, at the time of any
declaration pursuant to Section 14(b) of the Plan, this Option, if not already exercised in full or
otherwise terminated, expired or cancelled, shall become immediately exercisable in full and shall
remain exercisable during the period preceding the time of cancellation of the Option pursuant to
such declaration.
9. Limitation on Transfer. During your lifetime, only you or your guardian or legal
representative may exercise the Option. You may not assign or transfer the Option other than [(i)]
by will or the laws of descent and distribution[, or (ii) by gift to any “family member” (as
defined in Section 6(c) of the Plan) of yours].
10. No Stockholder Rights Before Exercise. No person shall have any rights as a
stockholder with respect to any Shares subject to the Option until the Shares actually are issued
to such person upon exercise of the Option.
11. Changes in Capitalization. If an “equity restructuring” (as defined in Section 18 of
the Plan) occurs that causes the per share value of the Shares to change, the Committee shall make
such equitable adjustments to the Option as are contemplated by Section 18 of the Plan in order to
avoid dilution or enlargement of your rights hereunder. The Board may make such equitable
adjustments to this Option as and to the extent provided in Section 18 of the Plan in connection
with other changes in the Company’s capitalization contemplated by Section 18 of the Plan.
12. Interpretation of This Agreement. All decisions and interpretations made by the Board
with regard to any question arising hereunder or under the Plan shall be binding and conclusive
upon you and the Company. If there is any inconsistency between the provisions of this Agreement
and the Plan, the provisions of the Plan shall govern.
13. Discontinuance of Service. Neither this Agreement nor the Option shall confer on you
any right with respect to continued Service with the Company or any of its Affiliates, nor
interfere in any way with the right of the Company or any Affiliate to terminate such Service.
Nothing in this Agreement shall be construed as creating an employment contract for any specified
term between you and the Company or any Affiliate.
14. Option Subject to Plan. The Option evidenced by this Agreement is granted pursuant to
the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all
respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement
conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan
specifically provides otherwise.
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15. Obligation to Reserve Sufficient Shares. The Company shall at all times during the
term of the Option reserve and keep available a sufficient number of Shares to satisfy this
Agreement.
16. Binding Effect. This Agreement shall be binding in all respects on your heirs,
representatives, successors and assigns.
17. Choice of Law. This Agreement is entered into under the laws of the State of Delaware
and shall be construed and interpreted thereunder (without regard to its conflict of law
principles).
You and the Company have executed this Agreement as of the
_____
day of
_____
, 20_.
| PARTICIPANT | ||||
| STARTEK, INC. | ||||
| By | ||||
| Its | ||||
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