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Exhibit 10.80
STARTEK, INC.
RESTRICTED STOCK AGREEMENT
Date of Grant: January 5, 2007
THIS RESTRICTED STOCK 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 A. Laurence Jones (the "
Participant "), who is an employee of the Company.
Recitals
A. Participant and the Company have entered into that
certain Employment Agreement, dated as of January 5, 2007, by
and between the Company and Participant (the " Employment
Agreement "), pursuant to which the Company has agreed to grant
to Participant the shares of restricted stock set forth herein (the
" Award "), subject to the terms and conditions hereof.
B. The Compensation Committee (the " Committee ") of
the Company’s Board of Directors (the " Board ") shall
have full authority to administer this Award.
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 StarTek, Inc. Stock Option Plan ("
Plan ") even though this Award is not granted under the
Plan.
2. Grant of Restricted Stock. 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, 30,000 restricted shares of Common Stock of the
Company (the " Restricted Stock "). The number of shares of
Restricted Stock subject to this Award shall be adjusted by the
Committee to prevent accretion, or to protect against dilution, in
the event of a change in the capital structure of the Company,
including, without limitation, any change resulting from a
recapitalization, stock split, stock dividend, consolidation,
rights offering, spin-off, reorganization, or liquidation and any
transaction in which shares of Common Stock are changed into or
exchanged for a different number or kind of shares of stock or
other securities of the Company or another corporation.
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3. Vesting and Forfeiture of Restricted Stock.
(a) Vesting of Restricted Stock . The shares
of Restricted Stock subject to this Award shall be subject to the
restrictions contained in this Agreement and subject to forfeiture
to the Company unless and until the shares of Restricted Stock have
vested in accordance with the terms and conditions of this
Agreement. The shares of Restricted Stock that have not previously
vested or been forfeited will vest as follows:
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On January 5, 2008:
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10,000 shares of Restricted Stock
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On January 5, 2011:
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20,000 shares of Restricted Stock
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Notwithstanding the foregoing, the 20,000 shares
of Restricted Stock scheduled to vest on January 5, 2011 may
vest earlier in the amounts and upon achieving the conditions set
forth below:
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Upon certification by the Committee that the
Participant achieved at least 80% performance of the Specified
Criteria for the 2008 fiscal year:
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10,000 shares of Restricted Stock
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Upon certification by the Committee that the
Participant achieved at least 80% performance of the Specified
Criteria for the 2009 fiscal year:
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10,000 shares of Restricted Stock
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For purposes of the foregoing, "Specified
Criteria" mean the performance criteria and terms established by
the Compensation Committee after consultation with Executive for
the relevant fiscal year.
Upon Termination of Employment for any reason, Participant shall
forfeit any shares of Restricted Stock that are not vested on the
date of Termination of Employment.
For purposes of this paragraph, a " Change in Control "
shall occur if (a) the Company consummates a merger,
consolidation, statutory share exchange or similar form of
corporate transaction in which the Company is not the surviving
corporation or entity, provided that it shall not constitute a
"Change in Control" if, immediately following such merger,
consolidation, statutory share exchange or similar transaction, the
holders of the Company’s voting securities immediately prior
to such transaction own at least 51% of the voting securities of
the surviving corporation or entity immediately following such
transaction, (b) the Company consummates the sale or other
disposition of all or substantially all of the assets of the
Company or (c) the stockholders of the Company approve the
complete liquidation or dissolution of the Company.
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(b) Forfeiture . In the event (a) of a
Termination of Employment of the Participant, (b) the
Participant attempts to sell, assign, transfer or otherwise dispose
of, or mortgage, pledge or otherwise encumber any of the shares of
Restricted Stock or (c) the shares of Restricted Stock become
subject to attachment or any similar involuntary process, then any
shares of Restricted Stock that have not previously vested shall be
forfeited by the Participant to the Company, the Participant shall
thereafter have no right, title or interest whatever in such shares
of Restricted Stock, and, if the Company does not have custody of
any and all certificates representing shares of Restricted Stock so
forfeited, the Participant shall immediately return to the Company
any and all certificates representing shares of Restricted Stock so
forfeited. Additionally, the Participant will deliver to the
Company a stock power duly executed in blank rel
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