Letter Agreement with Neeraj Jain dated June 1, 2023

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:

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.

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:

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.