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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Exhibit Description
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10.1
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10.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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STARTEK, INC.
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Date: June 5, 2023
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By:
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/s/ Bharat Rao
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Bharat Rao
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Chief Executive Officer
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Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE (“AGREEMENT”)
This Agreement between Nishit Shah, an Indian citizen residing at 1604, Tower 10, Blue Ridge, Hinjewadi, Phase I, Pune, Maharashtra, 411 057 bearing PAN no. AKNPS0302A, employee no. 80498064, (“Employee”) and Aegis Customer Support Services Private Limited, including its former, current and future, direct and indirect, owners, shareholders, parents, subsidiaries, and all other affiliates and related entities and their respective current, former and future partners, directors, officers, employees, agents, representatives, insurers (collectively, “Aegis”) is executed on May 30, 2023.
Whereas the Employee is employed by Aegis Customer Support Services Pvt Ltd. (“the Company”), effective February 1, 2022 under a contract of employment dated February 1, 2022 and any subsequent amendments with respect to employment conditions. (“the Employment Contract”);
Whereas the Employee is designated as Global Chief Financial Officer pursuant to which the Employee works closely with Startek, Inc. (“Startek”) and is a part of the Leadership Team of Startek as well;
Whereas, the Employee has resigned from the services of Aegis and terminated the Employment Contract and requested to be relinquished of all obligations under the Employment Contract.
Page 1 of 4
Confidential
And Whereas the Employee and Aegis have mutually agreed to end the terms of employment of the Employee and the Employment Contract under the terms hereof.
1. Termination of Employment: Consequent upon the resignation of Employee dated May 30, 2023, both Employee and Aegis have mutually decided to part ways, accordingly, the Employment Contract of the Employee shall end on June 2, 2023 (“End Date”). The Effective Date of this Agreement is the date of signing of this Agreement.
2. Full & Final Payments: Conditional upon Employee’s continuing compliance with all terms of this Agreement, Aegis agrees to pay the Employee the following payments which shall be full and final payment detailed here under:
i. |
Payment of INR 82,40,000/- (Rupees Eighty Two Lakhs Forty Thousand Only) shall be paid as complete and adequate consideration. |
ii. |
Legal dues including Leave Encashment, if any, as per applicable HR policy of Aegis and as accrued to the Employee as of the End Date. |
The above mentioned Full and final Payment will be made by June 7, 2023 subject to customary withholding of taxes and other deductions. The Employee acknowledges that these payments are being made for the purpose of settling of all dues, incentives, commission and other accruals of any nature, whether under a written document or otherwise including resolution of any and all of the Employee’s claim made, if any, or disputes raised, if any, as of the Effective Date of this Agreement.
The Employee confirms that the Full and Final Payment stated above is complete payment of all dues under the Employment Contract and any other payment obligations by Aegis whether made in writing or otherwise, and agrees that he is solely responsible for all tax obligations, including, but not limited to, all payment obligations that may arise as a consequence of this Agreement and payment hereof, to any regulatory authority or otherwise.
3. General Release: In consideration of the payment of Full and Final Payment adequacy of which is acknowledged as sufficient, the Employee hereby completely and fully discharges and unconditionally and irrevocably releases Aegis and its directors, officers, affiliates, shareholders or agents including as stated in the introduction of this Agreement in their personal, official and/or corporate capacities, from any and all claims relating to the Employee’s employment as stated in the Employment Contract or the termination of the same, whether now known or later discovered, which he or anyone acting through him or on his behalf might otherwise have had or asserted, including, but not limited to, any express or implied contract claims, claims under tort or common law claims, and any statutory claims.
Aegis, in consideration of the Employee agreeing to abide by his obligations under the terms hereof, hereby fully discharges, and unconditionally and irrevocably releases the Employee of any and all claims as of the Effective Date of this Agreement.
The Employee expressly waives any and all claims against Aegis pertaining to any act or omission occurring prior to or as of the Effective Date of this Agreement to the maximum extent legally permissible. The Employee expressly waives all rights to seek damages or other form of monetary relief or otherwise from Aegis (including attorneys’ fees and costs) whether under a claim or under a proceeding before any court, administrative agency or other tribunal at the federal, state or local level. To the extent any claims or rights held by the Employee against Aegis cannot be waived or released, the Employee hereby assigns all his rights and interest in such claims or right to Aegis. It is the express intent of Employee to enter into this full and final settlement of any and all claims against Aegis whatsoever. Accordingly, to the maximum extent permitted by the law, Employee will not permit any such claim to be filed on his behalf.
Page 2 of 4
Confidential
4. Promise Not to Sue or File Complaint: The Employee and Aegis represent that he/it has not brought, and covenant and agree that he/it will not bring or cause to be brought, any charges, claims, demands, suits or actions, known or unknown, in any forum, against Aegis /Employee arising out of, connected with or related in any way to any claim properly released in this Agreement.
5. Return of Property: Employee represents and confirms that before the End Date, he has or he will return to Aegis, the original and all copies of any business records or documents of any kind (including all Protected Information) and property belonging to, or related to, Aegis which is, are or were subject to Employee access, custody or control, regardless of the sources from which such records were obtained, without retaining any copies of or access to such information. Additionally, the Employee will return to Aegis all keys, security passes and other means of access to Aegis’s offices, plants and other facilities before the Effective Date. The Employee covenants that he has not copied, created or circulated any of the Protected Information of Aegis and will desist from making use of the same in any form at any time.
6. Ratification of Agreement Not to Use Protected Information: The Employee specifically acknowledges that his agreement stated at paragraph 6 of the ‘Appointment Letter’ dated February 1, 2022, not to use or disclose Aegis’ Protected Information, is a continuing obligation; and Employee hereby restates and ratifies his agreement to be bound by that provision.
7. Covenant not to hire, solicit or engage with employee (s) and customers: The Employee agrees that his receipt of any and all of the Full and final Payments is specifically conditioned upon his compliance with his commitments stated in this Agreement including this paragraph, to limit any solicitation, hiring and engagement of any kind whatsoever with any of Aegis customers or employees. Accordingly, during the term of 24 months commencing from End Date, the Employee covenants and agrees that until the expiry of a period of 24 months he/she will not except with the prior written consent of Aegis;
a. campaign, solicit or endeavor to entice any Client(s) or Customer(s) of Aegis, or any person(s) who at any time during the employment were or are Clients or Customers of Aegis, or were in regular dealing with Aegis.
b. solicit/coerce or persuade any employee of Aegis to quit or leave the employment of Aegis in any manner.
c. counsel or otherwise assist any person to do any of the acts referred to in paragraphs (a) and (b) of this clause or any other similar acts.
d. Make disparaging statements in public or private about Aegis and its affiliates or its management, shareholders or officers.
8. Voluntary Agreement: In order to induce Aegis to provide the consideration recited in this Agreement, the Employee voluntarily executes this Agreement, acknowledges that the only consideration for executing this Agreement is that recited herein, and that no promise, inducement, threat, agreement or understanding of any kind has been made by anyone to cause him to execute this Agreement. Employee fully understands the meaning and intent of this Agreement and its final and binding effect on him.
9. No Admission: The Employee and Aegis both voluntarily enter into this Agreement and acknowledge that nothing contained herein shall be construed as an admission the Employee or Aegis of any liability of any kind, all such liability being expressly denied.
10. Entire Agreement: This Agreement sets forth the entire agreement between Aegis and the Employee relating to Employee and overrides all prior written and oral agreements between the Parties on this matter. This Agreement cannot be amended or modified, except in writing signed by Employee and the Global Chief People Officer.
11. Non-disparagement: The Employee agrees not to criticize, denigrate, or otherwise disparage Aegis, or any of their processes, practices, or standards of business conduct. However, nothing in this subsection shall prohibit the Employee from complying with any lawful subpoena or court order or taking any other actions affirmatively authorized by law.
Page 3 of 4
Confidential
12. Unknown Claims. Both Parties are intentionally releasing claims that they do not know that they might have and that, with hindsight, they might regret having released.
13. Effect of Void Provision. If Aegis or the Employee asserts that any provision in this Agreement is void, and there is a final determination by the Arbitrator(s) declaring the challenged provision void, the rest of the Agreement shall remain valid and enforceable unless the other party to this Agreement immediately elects to cancel it. If this Agreement is so cancelled, the parties hereto will each return all consideration received for signing this Agreement to the other party; the Agreement shall be deemed a nullity; and all claims and other rights released by this Agreement shall automatically return to the releasing party. All statutes of limitation regarding any such claims shall be deemed tolled, and any laches or other equitable defenses based on the passage of time shall be deemed waived, all for the express purpose of returning the parties to the positions that that they were in immediately prior to the execution of this Agreement.
14. Confidentiality. Employee represents and agrees that he has not disclosed and will not hereafter disclose the fact, terms or amount of this settlement (“Confidential Information”) contained in this Agreement to anyone other than his wife, legal counsel, financial advisors or tax preparers, all of whom, together with their employees and agents, if any, will agree to honor this confidentiality provision. Employee understands that this specifically prevents, but is not limited to, disclosures of Confidential Information to any past or present employee, applicant for employment, clients or customers of Aegis.
This Agreement does not prohibit disclosures of Confidential Information (i) to the extent reasonably necessary to enforce this Agreement; or (ii) for the purpose of taking any other actions required by law; provided that such disclosure will be as narrow as reasonably possible both in content and in terms of the persons to whom the information is disclosed.
The Employee confirms that he has read the terms of this Agreement carefully and understood the same before executing this Agreement here under.
Employee: | Nishit Shah | Witness By: | |||||
Signature: | Name: | ||||||
Date: | Signature: |
AEGIS CUSTOMER SUPPORT SERVICES PRIVATE LIMITED:
By: | S.M. Gupta | ||||||
Title: | Global Chief People Officer | ||||||
Signature: | Date: May 30, 2023 |
Page 4 of 4
Confidential
Exhibit 10.2
Aegis Customer Support Services Pvt. Ltd. | |
LG A5-A8, Lower Ground Floor, | |
Art Guild House, Phoenix Market City, | |
L.B.S. Marg, Kurla (W), Mumbai - 400 070. | |
T: +91 22 6880 0600 | |
www.startek.com | |
June 1, 2023
Mr. Neeraj Jain
Gurgaon (Haryana)
Appointment Letter
Dear Neeraj,
With reference to the offer letter dated April 13, 2023, it gives us immense pleasure in appointing you (“Employee”) in our organization with effect from June 1, 2023 on the following terms and conditions:
1. |
Position Details: You are designated as Global Chief Financial Officer in Band 1 and will be based at Gurgaon. |
2. |
Compensation & Benefits: |
A. |
Fixed Compensation: Your fixed compensation shall be as follows: |
Compensation Component |
Amount (INR per month) |
Amount (INR per annum) |
||||||
Basic Salary |
9,66,667 | 1,16,00,000 | ||||||
House Rent Allowance (HRA) |
8,25,667 | 99,08,000 | ||||||
LTA |
16,667 | 2,00,000 | ||||||
Flexi Basket Compensation* |
8,333 | 1,00,000 | ||||||
Provident Fund (Employer Contribution) |
1,16,000 | 13,92,000 | ||||||
Total Fixed Compensation |
19,33,334 | 2,32,00,000 |
* To be reimbursed against actual expenses.
B. |
Bonus/ Variable Compensation: You are eligible to participate in the Executive Incentive Bonus (EIB) Plan at 25% of overall Fixed Compensation. The Bonus pay-out shall be governed as per the terms, conditions and limitations, set forth in the ‘Executive Incentive (EIB) Plan of the company as formulated every year and approved by the management. |
C. |
Equity: Company will grant you an equity award (the “Option Award”) in the form of non-qualified stock options with respect to 100,000 shares of company common stock with each option having a strike price equal to USD 5.75 which shall vest in equal quarterly installment over a four year period following start date of your employment, subject to your continued employment with the organization on the applicable vesting dates. The Option Award will be subject to Board of Directors approval and the terms of the Startek, Inc. 2008 Equity Incentive Plan, as amended and restated from time to time. If either party decide to terminate the employment, then any portion of the Option Award that is unvested as of the date of such termination will be forfeited by you and terminate immediately and be of no further force or effect. |
The Company reserves the right to change the compensation structure from time to time. You will be entitled to benefits such as Leave and Gratuity in accordance with the laws of land or as per company policies. Group Personal Accident Scheme and Hospital Expense Reimbursement Scheme will be applicable to you as per company policy. Your remuneration is purely a matter between yourself and the Company and has been arrived on the basis of your job, skills specific background and professional merit. You will be expected to maintain this information and any changes made therein from time to time as personal and confidential. All forms of compensation referred to in this letter are subject to TDS as per law.
3. |
References: This appointment is subject to verification of your educational certificates, qualifications and the submission of a copy of relevant documentation on your date of joining. Your employment is subject to references checks being obtained to the satisfaction of the Company. |
4. |
Terms and Conditions of Employment: Your terms of employment will be governed under the service conditions, rules, regulations, directions, instructions and decisions of the Company, as may be amended and notified to you from time to time. You must perform your duties and obligations with due care and skill and to the best of your ability, always promoting the interest of the Company You shall perform such duties and exercise such powers in connection with the business of the Company, as may from time to time be delegated to you. You shall confirm and comply with the directions and instructions made or given to you by or on behalf of the Company. |
5. |
Transferability: Your services are liable to be transferred to any other (current or future) Departments / Divisions / Office / Subsidiary of the company, anywhere in India or abroad. Notwithstanding your appointment in this company, your services may be assigned by the Company at its sole discretion to any other associate company. You will be expected to attend the office during the working hours/shifts as may be decided by the Company. The working hours/shift could change periodically, or you may be required to work from home in accordance with “Remote Work Policy” depending on the job requirements. |
6. |
Confidentiality, Non-Disclosure etc.: You are required to maintain the highest order of discipline and secrecy as regards the work of the Company and/or its subsidiaries or Associate Companies and in case of any breach of discipline/trust, your services may be terminated by the Company with immediate effect. All inventions, improvements, discoveries made by you either alone or with any other persons will become the sole property of the Company. You will ensure that patent protections are obtained for such inventions/improvements and discoveries in India or elsewhere and hand over the same to the Company. You shall not, while in the employment of the company be engaged in any other employment, business whatsoever or hold any office of profit or accept any other emoluments without prior consent of the company in writing. The Employee covenants and agrees that upon the termination of this Agreement for any reason whatsoever, and until the expiry of a period of two years from the date of termination of this Agreement he/she will not except with the prior written consent of the Company, directly or indirectly; |
|
a. campaign, solicit or endeavor to entice any Client(s) or Customer(s) of the company, or any person(s) who at anytime during the employment were or are Clients or Customers of the company, or were in regular dealing with the company. |
|
b. solicit/coerce or persuade any employee of the company to quit or leave the employment of the company in any manner. |
|
c. counsel or otherwise assist any person to do any of the acts referred to in paragraphs (a) and (b) of this clause or any other similar acts. |
7. |
Termination of Services: The notice period for termination of employment, by either party, would be three calendar months or basic salary in lieu of notice. It will be the discretion of the Company whether to accept the salary in lieu of notice period or direct you to serve the complete notice period. The Company may at its sole discretion disengage your services by giving three months basic salary in lieu of notice. In the unlikely event of your services getting terminated by Company without Cause within the first 18 months from the start date, you will be paid 6 months’ salary (fixed salary and bonus calculated @ 100%) subject to execution of a general release and waiver claims in a form satisfactory to the Company. For the purpose of this agreement, "Cause" means (i) Employee's incompetence or failure or refusal to perform satisfactorily any duties reasonably required of the Employee by Company; (ii) Employee's arrest, indictment or conviction, or violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment, regulatory directive or agreement; (iii) the commission or omission of or engaging in any act or practice which constitutes a material breach of the Employee's fiduciary duty to Company or a material breach of this Agreement, involves personal dishonesty on the part of the Employee or demonstrates a willful or continuing disregard for the best interests of Company; or (iv) the Employee's engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to Company, its business or any of its customers, employees or vendors. |
|
The Company may further at its sole discretion in the event of “Force Majeure event” which may include but shall not be limited to acts of God, work stoppages, labour unrest, Biological or Chemical Contamination, Nuclear Risks disaster strikes, wars, acts of terrorism, fires, floods, typhoons, earthquakes, epidemics, pandemics, quarantine, political unrest, government imposed restrictions or orders and similar events etc., terminate your services without any notice or without being liable to pay any compensation/ severance pay. In the event of an “Event of Breach” and “Misconduct”, which shall include but not be limited to fraud, gross negligence, refusal to discharge duties attributed to you by the Company, insubordination, any act involving moral turpitude, indiscipline, loss of confidence, violation of company policy or breach of the above terms and conditions or any act or omission which may affect the Company or you adversely, the Company shall have the right to forthwith terminate your association with it without being liable to pay any amounts in respect thereof. In case any information furnished by you either in your application for employment or during the selection process is found to be incorrect / false or suppressed, the Company reserves the right to terminate your services anytime without notice or compensation in lieu of notice. If you remain absent from work without authorization or reasonable explanation, for more than eight consecutive days, it will be presumed that you are no longer interested in working for the Company and have abandoned its services. |
8. |
Retirement: Retirement from the services of the Company will be on the last day of the month of completion of the age of 62 years. You may be retired earlier if found medically unfit. |
9. |
General: |
a. Any terms of employment or revisions including change in benefits, position, perquisites, compensation and entitlements will only be valid and effective by way of a written communication from the appointing authority of the Company. Verbal communication will not have any binding effect on the company. | |
b. Email communications with respect to employment, though in writing will have binding effect only if they are followed by a formal employment contract, appointment letter or increment letter or a change letter duly signed by the appointing authority of the Company. | |
c. Any stock based compensation like ESOPs, equity options, warrants, phantom options, etc. will be valid and binding on the Company only if it is as per the plan implemented and approved by Board and Shareholders and communicated to you in writing by the appointing authority. | |
d. This agreement supersedes all prior agreements and understandings, oral or written, if any, between you and the company or any of its officials/representatives. No modification or amendment of any of the terms, conditions, or provisions herein shall be made otherwise than by written agreement signed by the parties hereto. | |
e. You will be responsible for the safe keeping and return in good condition and order, of all property of the Company which may be in your use, custody, care or charge. On request of the Company, during or after your employment, you will return to the Company all property of the Group which is in your possession or control and you will not retain any copies, notes or extracts. If required, you will sign an undertaking confirming that you have complied with this clause. |
10. |
Severability: If any part of this Offer Letter is determined by a court of competent jurisdiction to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Offer Letter shall continue in full force and effect. If no enforceable provision can be substituted for any such invalid or unenforceable provision, then that provision will be deemed severable from the Offer Letter and will not affect the validity and enforceability of any remaining provisions in this Offer Letter |
11. |
Governing Law and Jurisdiction: This Offer Letter is governed by the laws of India. The legal jurisdiction for all disputes arising out of the terms and conditions of your employment with the Company would strictly be restricted to the limits of Mumbai City. Any dispute thus shall be subject to the jurisdiction of the Courts in the Metropolitan City of Mumbai in Maharashtra. |
Kindly sign the copy of this letter in token of your acceptance. We welcome you to our organization and look forward to a mutually rewarding association.
Yours faithfully,
For Aegis Customer Support Services Private Limited
S.M. Gupta
Global Chief People Officer
Document And Entity Information |
May 30, 2023 |
---|---|
Document Information [Line Items] | |
Entity, Registrant Name | StarTek, Inc. |
Document, Type | 8-K |
Document, Period End Date | May 30, 2023 |
Entity, Incorporation, State or Country Code | DE |
Entity, File Number | 1-12793 |
Entity, Tax Identification Number | 84-1370538 |
Entity, Address, Address Line One | 4610 South Ulster Street, Suite 150 |
Entity, Address, City or Town | Denver |
Entity, Address, State or Province | CO |
Entity, Address, Postal Zip Code | 80237 |
City Area Code | 303 |
Local Phone Number | 262-4500 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | SRT |
Security Exchange Name | NYSE |
Entity, Emerging Growth Company | false |
Amendment Flag | false |
Entity, Central Index Key | 0001031029 |
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