EXHIBIT 10.6 StarTek, Inc.
2008 Equity Incentive Plan Restricted Stock Award Agreement
(Director) Name of Participant: Number of Shares Covered: Date of Grant: Vesting Schedule (Cumulative): Date(s) of Vesting Number of Shares Which Become Vested This is a Restricted Stock Award Agreement (the " Agreement" ), effective as of the Date of Grant specified above, between StarTek, Inc., a
Delaware corporation (the " Company" ), and you, the Participant identified above. Background * A. The Company maintains the StarTek, Inc. 2008 Equity Incentive Plan (the " Plan" ).B. Under the Plan, the Board has the authority to determine Awards and administer the Plan with respect to Awards involving Non-Employee Directors.C. The Board has determined that you are eligible to receive a Restricted Stock Award under the Plan.D. The Company hereby grants such an award to you subject to the following terms and conditions: * Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.
Terms and Conditions 1. Grant of Restricted Stock .(a) You are granted the number of Shares of Restricted Stock specified in the table at the beginning of this Agreement (the " Award" ). Unless and until these Shares vest as provided in Section 2 below, they are subject to the restrictions provided for in this Agreement and are referred to as " Restricted Shares." (b) The Restricted Shares will either be evidenced by a book entry made in the records of the Company' s transfer agent in your name, or by a certificate issued in your name. Each book entry or stock certificate evidencing any Restricted Shares may contain such notifications or legends and stock transfer instructions or limitations as provided herein or as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Shares is issued, the Company shall retain custody of such certificate until such Shares vest. While any certificate representing Restricted Shares is held by the Company, you agree to deliver to the Company a stock power duly executed in blank relating to such certificate if requested by the Company.2. Vesting of Award .(a) Scheduled Vesting . If you have continuously provided Service to the Company or an Affiliate from the Date of Grant, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule contained in the table at the beginning of this Agreement. This Award will also vest on an accelerated basis (notwithstanding the Vesting Schedule) as and to the extent described in Section 2(b) of this Agreement.(b) Change in Control . If a Chan ...