Exhibit 10.2
[Form of Stock Option Agreement]
STARTEK, INC.
OPTION AGREEMENT
Date of Grant: ______________, 19___
THIS OPTION 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 __________________________ (the
"PARTICIPANT"), who is an employee of the Company or one of its Subsidiaries.
RECITALS
A. The Board of Directors of the Company (the "BOARD") has
adopted, with subsequent shareholder approval, the Startek, Inc. Stock Option
Plan (the "PLAN").
B. The Plan provides for the granting of stock options ("ISO's")
and nonqualified stock options ("NSO's") by a committee to be appointed by
the Board (the "COMMITTEE") to key employees of the Company or any subsidiary
of the Company to purchase, or to exercise certain rights with respect to,
shares of the common stock of the Company, par value $0.01 per share, in
accordance with the terms and provisions thereof; and
C. The Committee considers the Participant to be a person who is
eligible for a grant of stock options under the Plan, and has determined that
it would be in the best interest of the Company to grant to Participant the
stock options set forth herein, subject to the terms and conditions hereof.
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 Plan.
2. GRANT OF OPTION. 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, as of the Date of Grant, an
option to purchase up to _______ shares of Common Stock at a price of
$_____________ per share, the Fair Market Value of the Common Stock as of the
Date of Grant. Such option is hereinafter referred to as the "OPTION" and
the shares of Common Stock purchasable upon exercise of the Option are
hereinafter sometimes referred to as the "OPTION SHARES". The Option is
intended by the parties hereto to be, and shall be treated as an [ISO or NSO].
3. VESTING AND TERMINATION OF THE OPTION.
(a) VESTING OF OPTION. Subject to the provisions of the Plan
which provide for acceleration of exercisability of the Option in certain
circumstances as provided therein and such further limitations as are
provided in the Plan and this Agreement, the Option shall be exercisable as
to the Option Shares (subject to adjustment as provided in paragraph 10 of
the Plan) as follows:
On the ______ anniversary
of the Date of Grant and
thereafter: ______ Option Shares
On the ______ anniversary
of the Date of Grant and
thereafter: ______ Option Shares
On the ______ anniversary
of the Date of Grant and
thereafter: ______ Option Shares
On the ______ anniversary
of the Date of Grant and
thereafter: ______ Option Shares
On the ______ anniversary The balance of the
of the Date of Grant and Option Shares not
thereafter: theretofore vested.
Except as provided below, upon Termination of Employment [for any reason other
than death or disability] [for any reason], a Participant shall forfeit
any Options that are not vested on the date of Termination of his Employment.
[Notwithstanding the vesting schedule contained herein, upon Termination of
Employment of the Participant for Cause, all Options granted to the Participant
will be immediately cancelled and forfeited by the Participant upon delivery
to him of notice of such Termination of Employment.]
(b) TERMINATION OF OPTION. The Option granted under this
Agreement will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions
of paragraph 3(a);
(ii) 10 years from the Option Date;
(iii) three months after the Participant's Termination of
Employment for any reason other than death; or
(iv) six months after the Participant's death.
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4. EXERCISE OF OPTIONS.
(a) NOTICE AND PAYMENT. To exercise an Option in whole or in
part, a Participant (or, after his death, his executor or administrator) must
give written notice to the Committee, stating the number of shares as to
which he intends to exercise the Option together with payment of the Option
Price. The Option Price (and any required withholding) may be paid (i) in
cash, (ii) in shares of Common Stock having an aggregate Fair Market Value,
as determined on the date of delivery, equal to the Option Price, or (iii) by
delivery of irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds necessary to pay for all Common
Stock acquired through such exercise and any tax withholding obligations
resulting from such exercise.
(b) DELIVERY OF CERTIFICATE. On the exercise date specified
in the Participant's notice or as soon thereafter as is practicable, the
Company shall cause to be delivered to the Participant, a certificate or
certificates for the Option Shares then being purchased (out of theretofore
unissued Common Stock or reacquired Common Stock, as the Company may elect)
upon full payment for such Option Shares. The obligation of the Company to
deliver Common Stock shall, however, be subject to the condition that if at
any time the Committee shall determine in its discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase
of Common Stock thereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
(c) FAILURE TO PAY. If the Participant fails to pay for any
of the Option Shares specified in such notice and any required withholding
tax or fails to accept delivery of the Option Shares, the Participant's right
to purchase such Option Shares may be terminated by the Company. The date
specified in the Participant's notice as the date of exercise shall be deemed
the date of exercise of the Option, provided that payment in full for the
Option Shares to be purchased upon such exercise and any required tax
withholding shall have been received by such date.
5. NON-TRANSFERABILITY OF OPTION. During the Participant's
lifetime, the Option shall be exercisable only by the Participant or any
guardian or legal representative of the Participant, and the Option shall not
be assignable or transferable by the Participant except, in case of the death
of the Participant, by will or the laws of intestate succession. In
addition, the Option shall not be subject to attachment, execution or other
similar process. In the event of (i) any attempt by the Participant to
alienate, assign, pledge, hypothecate or otherwise dispose of the Option,
except as provided for herein, or (ii) the
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levy of any attachment, execution or similar process upon the rights or
interest hereby conferred, the Company may terminate the Option by notice to
the Participant and it shall thereupon become null and void.
6. TRANSFERABILITY OF OPTION SHARES. The Participant hereby
agrees that the Option Shares acquired upon exercise of the Option shall be
acquired for the Participant's own account for investment purposes only and
not with a view to any distribution or public offering thereof within the
meaning of the Act, or other applicable securities laws. If the Board so
determines, any stock certificates issued upon exercise of the Option shall
bear a legend to the effect that the Option Shares have been so acquired.
The Company shall not be required to bear any expenses of compliance with the
Act, other applicable securities laws, or the rules and regulations of any
national securities exchange or other regulatory authority in connection with
the registration, qualification or transfer, as the case may be, of the
Option or any Option Shares acquired upon exercise thereof. The foregoing
restrictions on the transfer of Option Shares shall not apply if (i) the
Company shall have been furnished with a satisfactory opinion of counsel to
the effect that such transfer will be in compliance with the Act and all
other applicable securities laws, or (ii) the Option Shares shall have been
duly registered in compliance with the Act and all other applicable
securities laws.
[Add for ISO's] [The Participant further agrees that, upon
any sale of Option Shares within two (2) years from the Date of Grant of
the Option, or within one year after transfer of such Option Shares to the
Participant's ownership, then the Participant shall immediately notify the
Company in writing of such disposition and the amount realized by the
Participant upon such disposition.]
7. EMPLOYMENT NOT AFFECTED. Neither the granting of the Option
nor its exercise shall be construed as granting to the Participant any right
with respect to continuance of employment with the Company or any Subsidiary.
Except as may otherwise be limited by a written agreement between the
Company or any Subsidiary and the Participant, the right of the Company or
any Subsidiary to terminate at will the Participant's employment with it at
any time (whether by dismissal, discharge, retirement or otherwise) is
specifically reserved by the Company or Subsidiary (whichever the case may
be), and acknowledged by the Participant.
8. AMENDMENT OF OPTION. The Option may be amended by the Board
or the Committee at any time (i) if the Board or the Committee determines, in
its sole discretion, that amendment is necessary or advisable in the light of
any addition to or change in the Code or in the regulations issued
thereunder, or any federal or state securities law or other law or
regulation, which change occurs after the Date of Grant and by its terms
applies to the Option or (ii) other than in the circumstances described in
clause (i), with the consent of the Participant.
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9. NOTICE. Any notice to the Company provided for in this
Agreement shall be addressed to the Company in care of its Secretary at its
executive offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and any
notice to the Participant shall be addressed to the Participant at the
current address shown on the payroll records of the Company. Any notice
shall be deemed to be duly given if and when properly addressed and posted by
registered or certified mail, postage prepaid.
10. INCORPORATION OF PLAN BY REFERENCE. The Option is granted
pursuant to the terms of the Plan, the terms of which are incorporated herein
by reference, and the Option shall in all respects be interpreted in
accordance with and subject to the terms and provisions of the Plan. The
Committee shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with
respect to any issue arising hereunder or thereunder. If any terms of this
Agreement conflict with the terms of the Plan, the terms of the Plan shall
control.
11. GOVERNING LAW. The validity, construction, interpretation and
effect of this Agreement shall exclusively be governed by and determined in
accordance with the laws of the State of Delaware, except to the extent
preempted by federal law, which shall to the extent of such preemptive govern.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the Date of Grant specified above.
ATTEST: STARTEK, INC., a Delaware corporation
By:
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Secretary
Title:
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ACCEPTED AND AGREED TO:
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, Participant
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