(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
Item 1.01. Entry Into a Material Definitive Agreement
Offer Letter
On May 5, 2006, StarTek, Inc. appointed Patrick M. Hayes as Chief Operating Officer, as disclosed
previously in our Form 10-Q for the quarter ended March 31, 2006. On June 12, 2006, StarTek, Inc.
and Patrick M. Hayes entered into an offer letter in connection with the appointment of Mr. Hayes
as Executive Vice President and Chief Operating Officer of StarTek, Inc. The letter provides for
an annual salary of $255,000 per year, subject to future increases based upon performance and goal
achievements. Mr. Hayes is eligible to participate in the StarTek Leadership Incentive Plan,
wherein he may receive a bonus of up to 50% of his actual base earnings effective as of June 12,
2006. The portion of the aforementioned 50% bonus that Mr. Hayes receives is completely dependent
on the level of achievement toward corporate-wide financial targets, as described in the StarTek
Leadership Incentive Plan.
If Mr. Hayes’ employment at StarTek, Inc. terminates for any reason other than “cause,” he will
receive 12 months of severance. For purposes of the agreement, “cause” requires a reasonable good
faith determination by StarTek, Inc. and is defined as (1) an act or acts constituting a felony;
(2) an act or acts constituting dishonesty or disloyalty with respect to StarTek; (3) an act or
acts constituting fraud; and/or (4) an act or acts that materially adversely affect StarTek’s
business or reputation.
Stock Option Awards
On June 12, 2006, StarTek, Inc. awarded options to certain of its employees and officers under the
Option Award Agreement attached as Exhibit 10.26. Under the Option Award Agreement, 25% of the
option shares vest on the first anniversary of the date of grant and 2.0833% of the shares vest
each month thereafter for 36 months. This vesting schedule differs from the standard vesting
schedule set forth in the StarTek, Inc. Stock Option Plan, filed as Exhibit 10.1 to our Form 10-K
for the year ended December 31, 2005, which provides that stock awards vest ratably over a 5 year
period.
Item 9.01. Financial Statements and Exhibits
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| Exhibit |
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Description |
10.25
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Offer letter for Patrick M. Hayes, effective as of June 12, 2006 |
10.26
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Form of Option Agreement pursuant to StarTek, Inc. Stock Option Plan (four year vesting schedule) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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STARTEK, INC.
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| Date: June 16, 2006 |
By: |
/s/ Steven D. Butler
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President and Chief Executive Officer |
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StarTek, Inc. |
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