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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
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or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ___________
Commission File Number 0-20807
ICT GROUP, INC.
(Exact name of registrant as specified in its charter.)
Pennsylvania 23-2458937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Town Center Drive
Langhorne, Pennsylvania 19047
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-757-0200
Title of each class: Name of each exchange on which registered:
None None
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days: YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $42,401,800. Such aggregate market value was
computed by reference to the closing price of the Common Stock as reported on
the National Market of The Nasdaq Stock Market on March 15, 2000. For purposes
of this calculation only, the registrant has defined affiliates as including all
directors and executive officers. In making such calculation, registrant is not
making a determination of the affiliate or non-affiliate status of any holders
of shares of Common Stock.
The number of shares of the registrant's Common Stock outstanding as of March
15, 2000 was 11,820,025.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive Proxy Statement relating to the 2000 Annual
Meeting of Shareholders are incorporated by reference into Part III hereof.
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ICT GROUP, INC.
FORM 10-K ANNUAL REPORT
For Fiscal Year Ended December 31, 1999
TABLE OF CONTENTS
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PART I
Page
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Item 1. Business...........................................................................................................1
Item 2. Properties.........................................................................................................9
Item 3. Legal proceedings..................................................................................................9
Item 4. Submission of Matters to a Vote of Security Holders................................................................9
PART II
Item 5. Market for registrant's common equity and related stockholder matters.............................................10
Item 6. Selected financial data...........................................................................................11
Item 7. Management's discussion and analysis of financial condition and results of operations.............................12
Item 7A. Qualitative and quantitative disclosure about market risk.........................................................14
Item 8. Financial statements and supplementary data.......................................................................15
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure..............................15
PART III
Item 10. Directors and executive officers of the registrant................................................................15
Item 11. Executive compensation............................................................................................15
Item 12. Security ownership of certain beneficial owners and management....................................................15
Item 13. Certain relationships and related transactions....................................................................15
PART IV
Item 14. Exhibits, financial statement schedules, and reports on form 8-K..................................................15
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This document contains certain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include certain information
relating to outsourcing trends as well as other trends in the CRM services and
the overall domestic economy, the Company's business strategy including the
markets in which it operates, the services it provides, its ability to attract
new clients and the customers it targets, the benefits of certain technologies
the Company has acquired or plans to acquire and the investment it plans to make
in technology, the Company's plans regarding international expansion, the
implementation of quality standards, the seasonality of the Company's business,
variations in operating results and liquidity, as well as information contained
elsewhere in this document where statements are preceded by, followed by or
include the words "believes," "plans," "intends," "expects," "anticipates" or
similar expressions. For such statements, the Company claims the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The forward-looking statements in this
document are subject to risks and uncertainties that could cause the assumptions
underlying such forward-looking statements and the actual results to differ
materially from those expressed in or implied by the statements.
The most important factors that could prevent the Company from achieving its
goals--and cause the assumptions underlying the forward-looking statements and
the actual results of the Company to differ materially from those expressed in
or implied by those forward-looking statements--include, but are not limited to,
the following: (i) the competitive nature of the CRM services industry and the
ability of the Company to continue to distinguish its services from other CRM
service companies and other marketing activities on the basis of quality,
effectiveness, reliability and value; (ii) economic conditions which could alter
the desire of businesses to outsource certain sales and service functions and
the ability of the Company to obtain additional contracts to manage outsourced
sales and service functions; (iii) the ability of the Company to offer
value-added services to businesses in its targeted industries and the ability of
the Company to benefit from its industry specialization strategy; (iv) risks
associated with investments and operations in foreign countries including, but
not limited to, those related to relevant local economic conditions, exchange
rate fluctuations, relevant local regulatory requirements, political factors,
generally higher telecommunications costs, barriers to the repatriation of
earnings and potentially adverse tax consequences; (v) technology risks
including the ability of the Company to select or develop new and enhanced
technology on a timely basis, anticipate and respond to technological shifts and
implement new technology to remain competitive; (vi) the ability of the Company
to successfully identify, complete and integrate strategic acquisitions that
expand or complement its business; and (vii) the results of operations which
depend on numerous factors including, but not limited to, the timing of clients'
teleservices campaigns, the commencement and expiration of contracts, the timing
and amount of new business generated by the Company, the Company's revenue mix,
the timing of additional selling, general and administrative expenses and the
general competitive conditions in the CRM services industry and the overall
economy.
PART I
ITEM 1. BUSINESS
ICT Group, Inc. (the "Company" or "ICT") is a global supplier of
customer relationship management (CRM) services. The Company provides integrated
telesolutions, e-solutions and market solutions helping its clients identify,
acquire, retain, service, measure, and maximize the lifetime value of their
customer relationships. ICT's telesolutions offering includes outbound telesales
and inbound customer support for sales and service applications, domestically
and internationally. Its e-solutions offering provides real-time
interaction-driven customer support for Internet sales and service applications
through Web-enabled customer contact center services, e-mail management and
processing, and multi-channel CRM services. Market research, database marketing,
and data mining capabilities are available through its market solutions
offering, including questionnaire design, telephone interviewing, and data
coding, tabulating, and analysis services.
The Company's customer management services experience, Internet and CRM
technology capabilities and expertise in select target industries enables it to
provide its clients with high quality cost-effective customer management
services. While these solutions are available on an outsourced basis, using
ICT's customer contact centers, the Company believes that there is also a trend
by businesses to purchase them on a hosted or co-sourced basis. Accordingly, ICT
intends to offer these services through a hosted arrangement, using the client's
facility, or co-sourced arrangement, using both the client's facility and ICT's
technologically compatible customer contact centers.
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Industry Overview:
The CRM services market includes traditional teleservices activities such as
outbound and inbound customer support, Internet-based sales and service support,
and marketing services including database marketing, market research, and data
mining. Teleservices and other customer contact center outsourcing services have
evolved significantly in recent years, with the expansion of e-business and
Internet sales and service programs. Dot.com companies, click-and-mortar
e-commerce companies, Internet service providers (ISPs) and application service
providers (ASPs) are becoming increasingly focused on providing real-time,
customer support for business and consumer-based Internet applications. The
Company believes that this trend will continue and anticipates expanded demand
for its services.
The Company believes that there are two shifts in the way businesses interact
with customers in today's Internet enhanced marketplace. E-commerce has grown
dramatically and with the addition of this new channel comes an increasing need
for businesses to optimize the value of their customer relationships. To remain
competitive in today's e-business marketplace, companies are realizing the
importance of implementing an integrated CRM solution to effectively attract,
acquire, retain, service, and measure customer satisfaction, at every touchpoint
in the customer communication cycle in order to maximize the lifetime value of
each customer.
ICT believes that the industries it has traditionally served will expand their
CRM programs to include e-solutions and market solutions. The vertical markets
ICT has traditionally served include: insurance, financial services,
telecommunications/utilities, pharmaceutical and health care services, and
information technology. In addition to these vertical markets, the Company also
believes that new dot.com companies, ISPs and ASPs outside its traditional
targeted markets will also embrace these trends.
The Company believes that the growing trend for integrated global CRM services
by its traditional vertical markets as well as dot.com's, click-and-mortar
e-commerce companies, and ISPs and ASPs presents attractive opportunities for
companies such as ICT that provide a full range of CRM technology powered
services through sophisticated telesolutions, e-solutions, and market solutions.
ICT Approach:
ICT believes that it has distinguished itself in the CRM services industry by
providing a range of integrated telesolutions, e-solutions and market solutions
for domestic and international clients to identify, acquire, retain, service,
measure and maximize the lifetime value of their customers. With extensive
experience in customer management services as well as strategic relationships
with technology leaders, the Company's management team has emphasized its CRM
experience, economies of scale, technology leadership and expertise in target
industries as a means of establishing ICT as a global supplier of integrated CRM
services.
The convergence of the Internet customer's demand for personal
interaction-driven service and the embrace of CRM by dot.com companies,
click-and-mortar e-commerce companies, ISPs and ASPs, and direct marketing
companies that have added an Internet channel for distribution has presented a
significant growth business opportunity for ICT. The Company's aggressive
technology and business development initiatives differentiate ICT from
traditional contact center competitors. Additionally, ICT's scalability,
customer service experience and international capabilities differentiate the
Company from newly established dot.com customer service providers.
Strategy
With the growth of the Internet as a means of transacting business and
the poor customer service experienced by many on-line buyers, ICT believes
significant opportunities exist to expand its business. The Company's growth
strategy includes the following key elements:
o Pursue E-Commerce Opportunities. The Company plans to pursue
opportunities presented by the growth in demand for consistent, personalized
customer support for e-commerce sales and service. By aggressively building our
Internet support sales, marketing, and advanced technology initiatives while
concurrently leveraging our existing management, operations, systems, and sales
infrastructure, ICT can offer cost-effective, multi-channel CRM services to a
wide array of customers domestically and internationally.
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o Expand Value-Added Services. The Company will continue to complement
its core telesolutions expertise with additional value-added services, such as
marketing, research and consulting services, as well as a complete suite of
comprehensive CRM services. The Company's goal is to offer an integrated suite
of telesolutions, e-solutions and market solutions to help its clients identify,
acquire, retain, service, measure and maximize the lifetime value of their
customer relationships.
o Develop Strategic Alliances and Acquisitions. ICT intends to continue
pursuing strategic alliances with, and acquisitions of, domestic and
international businesses that provide complementary CRM services. The Company is
currently utilizing state-of-the-art CRM software and Internet platform
technologies from leading edge partners such as Aspect Communications
Corporation, Siebel Systems, Inc., Oracle and Mustang.com.
o Increase International Presence. The Company plans to broaden its
geographic reach and further develop its expertise in CRM services in
international markets by focusing on businesses with multinational operations.
ICT currently provides multilingual services in the United States, Europe, Latin
America, Canada and Australia. ICT intends to expand its operations in these
areas.
o Focus on Industry Specialization. The Company believes it has
gained a competitive advantage by concentrating on servicing businesses in a
limited number of targeted industries and intends to maintain its industry
specialization. In addition, the Company believes that industry specialization
will enable it to attract new clients because of its industry expertise. At the
same time the Company intends to broaden its marketing efforts to target the
rapidly expanding needs of dot.com's click-and-mortar companies and application
service providers in a variety of industry sectors.
o Maintain Technology Investment. The Company intends to continue
making substantial investments in technology to maintain its technological
strength within the CRM services industry. ICT has been an industry leader in
the implementation of innovative CRM technologies to lower its effective cost
per contact and to improve its sales and customer service. The Company has made
significant investments in information and communications technologies and
believes it was among the first to offer fully automated CRM services,
collaborative web browsing services and to implement predictive dialing
equipment that it believes is now recognized industry-wide to be essential in
handling consumer outbound telemarketing.
o Continue Commitment to Quality Service. ICT has consistently
emphasized quality service and extensive employee training by investing in
quality assurance personnel and procedures. The Company intends to continue its
commitment to providing quality service, as illustrated by its achieving ISO
9002 certification in all its domestic and international sales and service
focused business units by December 31, 1999.
ICT's Services
ICT delivers its telesolution, e-solution and market solution CRM
services through three business segments which are supported by the Company-wide
marketing, sales, systems and corporate units. ICT's domestic sales force is
organized into a series of industry sectors focused on selling the full range of
the Company's services to clients in their respective target industries. ICT
believes this organizational structure allows the Company to provide
comprehensive solutions to its clients' CRM service needs, since it enables
ICT's sales and customer service personnel to develop in-depth knowledge of the
needs of businesses in their designated industries.
In February 2000, ICT announced the formation of iCT
ConnectedTouch.com, LLC a new wholly owned subsidiary formed to provide highly
focused innovative E-solutions designed to maximize the value of customer
relationships for business-to-business and business-to-consumer e-business sales
and service operations. iCT ConnectedTouch.comsm is focused on supporting 1)
dot.com companies and bricks-and-mortar e-commerce companies, 2) Internet
support service companies including ISPs and ASPs, as well as 3) traditional
direct marketing service companies that have added an Internet channel for sales
and service.
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Domestic TeleServices
Traditional teleservices are offered in the United States through the
Company's Domestic TeleServices segment, which is comprised of the TeleDirect
and TeleSolutions business units.
ICT TeleDirect. ICT TeleDirect provides teleservices support activities
primarily for the insurance and financial products and services, credit card and
endorsed products sectors.
ICT TeleSolutions. ICT TeleSolutions provides teleservices support
activities primarily for the telecommunications, information services, energy
services and consumer goods industries.
International Services
The Company offers domestic and international multilingual teleservices
and customer care services through four business units comprising ICT
International Services. The growth of multinational corporations and the
increase in non-English speaking residents in the United States has increased
the demand for the multilingual capabilities that ICT provides. The segment
currently consists of the following units:
ICT Eurotel. Eurotel provides pan-European, multilingual teleservices
and customer care services to Europe from its contact centers in Dublin, Ireland
and London, England.
ICT Spantel. Spantel provides bi-lingual English and Spanish
teleservices from its Miami, Florida contact center to the rapidly growing
marketplace of Spanish-speaking American and Latin American consumers and
businesses.
ICT Canada. The Company opened its first Canadian contact center in
January 1996 with service representatives who are fluent in French and English.
As of December 31, 1999, ICT Canada has contact centers located in Moncton and
Riverview, New Brunswick, Canada and in Halifax and Sydney, Nova Scotia, Canada.
ICT Australia. This unit was formed in the first quarter of 1999 to
provide telemarketing services for North American and European multinational
companies in the Pacific Rim.
Customer Management Services
ICT provides businesses in its target industries with marketing,
research and consulting services, and ongoing customer care services, through
its Customer Management Services segment. This segment presently consists of the
following business units:
ICT Financial Marketing Services. This business unit's management team
consists of professionals who have client-side banking experience in branch
management and operations, marketing, advertising, research, electronic funds
transfer, home and branchless banking, customer service and systems support. As
of December 31, 1999, ICT Financial Marketing Services operated dedicated
inbound/outbound contact centers in Amherst, New York and Morrilton, Arkansas.
ICT Medical Marketing Services. Through this business unit, ICT
provides service for the increasingly complex needs of healthcare and
pharmaceutical clients. ICT's dedicated contact center is equipped with computer
and telecommunications software and hardware to service both outbound and
inbound client applications. Work stations are staffed by dedicated staff to
meet the sophisticated product and customer profiles of specific clients. As of
December 31, 1999, ICT Medical Marketing Services operated a dedicated contact
center in Langhorne, Pennsylvania.
ICT Research Services. This business unit provides businesses with
value added market research survey design, data collection and consulting
services. ICT's Research Services makes extensive use of advanced technology,
including integrated predictive dialing and Computer Assisted Telephone
Interviewing software, to obtain market and customer data cost effectively. As
of December 31, 1999, ICT Research Services conducted surveys from centers in
Depew, New York and Langhorne, Pennsylvania.
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Customer Care Management Services business unit was established in
mid-1996 to pursue outsourcing opportunities for customer care management. This
division offers services such as site and system equipment consultation,
facility launch, program planning and implementation, staffing, technical
support and ongoing customer care management. Depending on client needs, ICT
will assume sole or shared responsibilities for the management of a client's
customer care operations. As of December 31, 1999 this business unit operated
contact centers in Lakeland, Florida and Langhorne, Pennsylvania.
Contact Center Facilities
The following table lists the Company's contact center facilities as of
December 31, 1999:
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Locations
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Morrilton, AR; New Castle, DE; Fort Lauderdale, FL; Lakeland,
FL; Miami, FL; Louisville, KY; Lewiston, ME; Oxford, ME;
Pittsfield, ME; Wilton, ME; Amherst, NY; Depew, NY;
Lancaster, OH; Sharonville, OH; Allentown, PA; Burnham, PA;
Dubois, PA; Langhorne, PA(3); Trevose, PA; Chesapeake, VA;
Norfolk, VA; Martinsburg, WV; Parkersburg, WV; Westover, WV;
Halifax, Nova Scotia, Canada; Moncton, New Brunswick, Canada;
Riverview, New Brunswick, Canada; Sydney, Nova Scotia,
Canada; Dublin, Ireland; and London, U.K.
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Target Industries
ICT's domestic sales force is assigned to specific industry sectors,
which enables its sales personnel to develop in-depth industry and product
knowledge. Several of the industries that ICT serves are undergoing deregulation
and consolidation, which provides the Company with additional opportunities as
businesses search for low cost solutions for their marketing, sales and customer
support needs. In 1999, business within the insurance and financial services
industries accounted for 65% of the Company's revenues. The industries targeted
by the Company and the principal services provided are described below.
Insurance
ICT works with large consumer insurance companies to market and provide
customer support services for products such as life, accident, health, and
property and casualty insurance. The Company's insurance group operates numerous
dedicated contact centers and in 1999, the Company sold approximately 1.5
million insurance policies on behalf of its clients. ICT employs approximately
410 agents collectively holding over 8,500 state or Canadian provincial
insurance licenses. The Company has a full-service agent licensing and a
continuing education department, which enables its agents to obtain licenses in
47 states and eight Canadian provinces and to maintain their compliance with
insurance regulations. Clients include, but are not limited to, JCPenney Life
Insurance Company, Progressive and American Security Group.
Financial Services
ICT provides banks and other financial services clients with a wide
range of services, including card-holder acquisition, active account generation,
account balance transfer, account retention and customer service. With the
acquisition in 1995 of its Financial Marketing Services operations, ICT began
offering additional banking services, such as marketing and servicing home
equity loans, lines of credit, loan-by-phone, checking and deposit account
acquisition, mortgage loans and other traditional banking products. Among ICT's
financial services clients in 1999 are Advanta, Fleet Boston, Discover, Banc
One, MBNA, and Metris.
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Telecommunications/Utilities
ICT provides teleservices and customer care management services for
major telecommunications companies for long distance, cellular and cable
products and services, regional telecommunications companies marketing advanced
telephone features, and companies which provide billing support services to
telecommunications carriers. Within the telecommunications/utilities industry,
ICT clients in 1999 include, but are not limited to, Bell Atlantic, Integretel,
and Green Mountain.com.
Pharmaceuticals and Health Care Services
Leveraging ICT's insurance market position into the managed care
industry, the Company, through its ICT Medical Marketing Services business unit,
serves pharmaceutical manufacturers, medical advertising agencies, health
insurance companies, hospitals and other health care related suppliers, for the
sale and marketing of products to both health care professionals (hospitals,
physicians, pharmacists and nurses) and health care consumers (patients and
prospective patients). The applications the Company offers in this market
segment consist of business-to-business, business-to-professional and
business-to-consumer, utilizing inbound and outbound services to sell products,
to conduct market research, develop marketing databases and provide customer
service. Clients in this category in 1999 include, but are not limited to,
SmithKline Beecham, Roche, Aetna/U.S. Healthcare and Pacificare.
Information Technology
ICT provides sophisticated marketing resources for both outbound and
inbound applications on behalf of clients in the computer software and hardware
industries. Outbound applications include, but are not limited to, new customer
acquisition, customer retention and sales lead generation. Inbound applications
include, but are not limited to, customer service, first-level customer
technical support and the sale of personal computer-related products. ICT's
clients frequently integrate outbound and inbound call campaigns, seeking to
achieve favorable compounding results. Information technology clients in 1999
include, but are not limited to, Sony Computer Entertainment and AOL Canada.
Technology
ICT invests heavily in system and software technologies designed to
improve contact center production thereby lowering the effective cost per
contact made or received, and to improve sales and customer service
effectiveness by providing its sales and service representatives with real-time
access to customer and product information. Since January 1995, the Company has
invested over $51 million in information and communications systems and software
enabling it to use state-of-the-art contact center technology. ICT believes it
was one of the first fully automated teleservices company and among the first to
implement predictive dialing equipment, for outbound telemarketing and market
research and to provide collaborative web browsing services. ICT realizes
significant cost savings through the use of innovative contact handling
technology, automatic call distributors ("ACD") and advanced scripting software,
all of which optimize agent utilization. An ACD is a phone switch that accepts
an inbound call from the public network and routes that call to the most
advantageous, available resource to handle the call. Scripting software is used
in contact centers to provide the agent with the appropriate information to use
during the contact and to specify the content and sequence of the information
captured from the customer.
The Company utilizes a scalable set of UNIX processors to support its
outbound and inbound contact center operations. The term scalable in the
computer industry generally means that a system or product line is configured to
work cost-effectively at both low and high volume. Dedicated UNIX processors are
used for inbound contact centers while predictive dialing systems, networked to
UNIX processors at the Company's corporate data center, are used at each
outbound contact center. The predictive dialing systems support local call and
data management: the UNIX processors provide centralized list management, data
consolidation, report generation and interfaces with client order processing
systems.
ICT Group uses a series of Customer Relationship Management (CRM)
software to prepare outbound and inbound scripts, manage, update and reference
client data files, collect statistical transaction and performance data and
assist in the preparation of internal and client reports. This CRM software
includes ICT Group's proprietary call transaction management system ("CTMS") as
well as IMA's Edge TeleBusiness Software and Siebel's Contact Management
systems. The use of the Edge and Siebel systems as well as Oracle's database
management system provides a scalable and robust suite of applications to
support our client's business needs.
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ICT introduced several technology solutions in 1999 to support
multi-channel customer contacts. These solutions include ICT Net2tel.com(sm),
giving ICT the ability to interact with Internet users via text chat, voice over
the Internet, or two line call back. In addition, ICT introduced high-volume
email handling capabilities in 1999. The Company intends to take advantage of
these technologies to provide an integrated solution to support multi-channel
contact management.
Quality Assurance, Personnel and Training
ICT emphasizes quality service and extensive employee training as a way
to compete effectively and invests heavily in quality assurance personnel and
practices. ICT's quality assurance and training departments are responsible for
the development and enforcement of contact center policies and procedures, the
selection and training of telephone service representatives, the training and
professional development of contact center management personnel, monitoring of
calls and verification and editing of all sales. Through the Company's quality
assurance department, both the Company and its clients are able to perform real
time on-site and remote call monitoring to maintain quality and efficiency.
Sales confirmations are recorded (with the customer's consent) in order to
verify the accuracy and authenticity of transactions. Additionally, ICT is able
to provide to its clients immediate updates on the progress of an ongoing
telemarketing effort. Access to this data allows ICT and its clients to identify
potential campaign shortfalls and to immediately modify or enhance a
telemarketing effort. In 1998 the Company completed the installation of digital
recording technology in all US outbound centers. This installation allows the
consolidation of all verification activities into a centralized location and
effectively created a "third party" verification center. Verification results
are now available to Operations and Client Services by the end of the calling
day. Also, each center can access the recordings for review with supervisory
staff or the service representative. The Company's commitment to providing
quality service is further illustrated by its current effort toward
certification with ISO 9002 standards, which are administered by the
International Organization for Standardization and represent an international
consensus on the essential features of a quality system to ensure the effective
operation of a business. All domestic and international sales and service
focused business units are ISO 9002 registered as of December 31, 1999.
Management believes that a key driver of ICT's success is the quality
of its employees. The Company tailors its recruiting and training techniques
toward the industries it serves. Service representatives receive a detailed
review of each program in which they are to participate along with training
regarding the background, structure and philosophy of the client that is
sponsoring the program. As is typical in the teleservices industry, over 90% of
the Company's service representatives are part-time employees. As of February
24, 2000, ICT employed approximately 6,000 persons, of which more than 5,200
were service representatives. None of ICT's employees are currently represented
by a labor union. The Company considers its relations with its employees to be
good.
Clients
The Company generally operates under month-to-month contractual
relationships with its teleservices clients. The pricing component of a contract
is often comprised of an initial fee, a base service charge and separate charges
for ancillary services. Service charges are usually based upon an hourly rate
for outbound calls and per-minute rates for inbound calls. On occasion, the
Company performs services for which it is paid commissions based on completed
sales under contracts terminable by the Company with 30 or fewer days notice.
ICT's Customer Management Services typically enter into longer term, contractual
relationships that may contain provisions for early contract terminations. The
Customer Management Services segment's revenues represented approximately $45.1
million, or 29%, of the Company's consolidated revenues in 1999.
ICT targets those companies which it believes have the greatest
potential to generate recurring revenues to the Company based on their ongoing
direct sales and customer service needs. At December 31, 1999, ICT provided
direct sales and customer service to approximately 75 clients. The Company's
largest clients in recent years have been MMIG and JCPenney Life Insurance
Company, which together accounted for approximately 17% of the Company's net
revenues in 1999. No other client accounted for more than 10% of the Company's
net revenues in 1999.
Competition
The CRM services industry is intensely competitive and the Company's
principal competition in its primary markets comes from large service
organizations, including, but not limited to, Convergys Corporation, SITEL
Corporation, TeleTech Holdings, Inc., APAC TeleService, Inc. and West
Telemarketing Corporation. The Company competes with numerous independent firms,
some of which are as large or larger than ICT, as well as the in-house
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operations of many of its clients or potential clients. In addition, most
businesses that are significant consumers of these services utilize more than
one teleservice firm at a time and reallocate work among various firms from time
to time. Some of this work is contracted on an individual project basis, with
the effect that the Company and other firms seeking such business are required
to compete with each other frequently as individual projects are initiated.
Furthermore, the Company believes there is a trend among businesses with in
house contact center operations toward outsourcing the management of those
operations to others and that this trend may attract new competitors, including,
but not limited to, competitors that are substantially larger and better
capitalized than ICT, into the Company's market. Additionally, ICT faces
competitors in its CRM ASP offerings. This competition is primarily separated
into two categories: Software only ASPs and ASPs that provide both software and
services (Hybrid ASPs). The Company competes with several competitors in each of
these categories. Software only ASP companies that compete with ICT include:
LivePerson, FaceTime and eConvergent. Hybird ASP competitors would include:
PeopleSupport, Brigade Solutions and SafeHarbor.com. While the Company believes
it has more customer service experience and a broader technological offering
then its current competitors, new competition may be attracted into ICT's
e-solutions market.
Government Regulation
Both the federal and state governments regulate telemarketing sales
practices. The Federal Telephone Consumer Protection Act of 1991 (the "TCPA,"),
enforced by the Federal Communications Commission, imposes restrictions on
unsolicited telephone calls to residential telephone subscribers. Under the
TCPA, it is unlawful to initiate telephone solicitations to residential
telephone subscribers before 8:00 a.m or after 9:00 p.m. local time at the
subscriber's location, or to use automated telephone dialing systems or
artificial or prerecorded voices to certain subscribers. Additionally, the TCPA
requires telemarketing firms to develop a written policy implementing a
"do-not-call" list, and to train its telemarketing personnel to comply with
these restrictions. The TCPA creates a right of action for both consumers and
state attorneys general. A court may award actual damages or minimum statutory
damages of $500 for certain violations, which may be trebled for willful or
knowing violations. Currently, the Company trains its service representatives to
comply with the regulations of the TCPA and programs its call management system
to avoid initiating telephone calls during restricted hours or to individuals
maintained on an applicable do-not-call list.
The Federal Trade Commission (the "FTC") regulates both general sales
practices and telemarketing specifically. Under the Federal Trade Commission Act
(the "FTC Act"), the FTC has broad authority to prohibit a variety of
advertising or marketing practices that may constitute "unfair or deceptive acts
and practices." Pursuant to its general enforcement powers, the FTC can obtain a
variety of types of equitable relief, including injunctions, refunds,
disgorgement, the posting of bonds, and bars from continuing to do business, for
a violation of the acts and regulations it enforces.
The FTC also administers the Federal Telemarketing and Consumer Fraud
and Abuse Prevention Act of 1994 (the "TCFAPA"). Under the TCFAPA, the FTC has
issued regulations prohibiting deceptive, unfair or abusive practices in
telemarketing sales. Generally, these rules prohibit misrepresentations of the
cost, quantity, terms, restrictions, performance or characteristics of products
or services offered by telephone solicitation or of refund, cancellation or
exchange policies. The regulations also regulate the use of prize promotions in
telemarketing to prevent deception and require that a telemarketer identify
promptly and clearly the seller on whose behalf the telemarketer is calling, the
purpose of the call, the nature of the goods or services offered and, if
applicable, that no purchase or payment is necessary to win a prize. The
regulations also require that telemarketers maintain records on various aspects
of their business. Analogous restrictions apply to industries regulated by the
SEC. The Company believes that it is in compliance with the TCPA and its
implementing regulations, as well as with the regulations promulgated pursuant
to the TCFAPA. Failure to comply with either the TCPA or the TCFAPA could
adversely affect or limit the Company's current or future operations.
Most states have enacted statutes similar to the FTC Act generally
prohibiting unfair or deceptive acts and practices. Additionally, some states
have enacted laws and others are considering enacting laws targeted directly at
telemarketing practices. For example, telephone sales in certain states are not
final until a written contract is delivered to and signed by the buyer, and such
a contract often may be canceled within three business days. At least one state
also prohibits telemarketers from requiring credit card payment, and several
other states require certain telemarketers to obtain licenses, post bonds or
submit sales scripts to the state's attorney general. Under the more general
statutes, depending on the willfulness and severity of the violation, penalties
can include imprisonment, fines and a range of equitable remedies such as
consumer redress or the posting of bonds before continuing in business. Many of
the statutes directed specifically at telemarketing practices provide for a
private right of action for the recovery of damages or provide for enforcement
by state agencies permitting the recovery of significant civil or criminal
penalties, costs and attorneys' fees. There can be no assurance that any such
laws, if enacted, will not adversely affect or limit the Company's current or
future operations.
8
<PAGE>
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in Langhorne,
Pennsylvania in leased facilities consisting of approximately 29,500 square feet
of office space rented under leases that expire in April 2001. The Company also
leases all of the facilities used in its contact center operations, as well as
office space in Chicago, Illinois, and Seattle, Washington for its sales
offices. The leases for the Company's facilities expire generally between July
2000 and May 2009 and typically contain renewal options. The Company believes
that its existing facilities are suitable and adequate for its current
operations, but additional facilities will be required to support growth. The
Company believes that suitable additional or alternative space will be available
as needed on commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to
its business. In the opinion of management, no litigation to which the Company
is currently a party is likely to have a material adverse effect on the
Company's results of operations, financial condition or liquidity, if decided
adversely to the Company.
As previously reported by the Company, on October 23, 1997, a
shareholder, purporting to act on behalf of a class of ICT shareholders filed a
complaint in the United States District Court for the Eastern District of
Pennsylvania against the Company and certain of its directors. The complaint
alleges that the defendants violated the federal securities laws, and seeks
compensatory and other damages, including rescission of stock purchases made by
the plaintiff and other class members in connection with the Company's initial
public offering effective June 14, 1996. The defendants believe the complaint is
without merit, deny all of the allegations of wrongdoing and are vigorously
defending the suit. On February 2, 1998, the defendants filed a motion to
dismiss the complaint. On May 19, 1998, the complaint was dismissed by a judge
for the United States District Court for the Eastern District of Pennsylvania
with leave to plaintiff to file an amended complaint on narrow accounting
allegations. On June 22, 1998, plaintiffs filed a First Amended Class Action
Complaint purporting to bring negligence claims in connection with the Company's
initial public offering. The defendants continue to deny all allegations of
wrongdoing, believe the amended complaint is without merit and are vigorously
defending the suit. On November 3, 1998, the court granted a motion appointing
Rowan Klein and Michael Mandat as lead plaintiffs. On February 2, 1999, the
court dismissed the case without prejudice, directing that the case remain in
status quo, that the statute of limitations be tolled and that the parties
continue with discovery and advise the court if assistance by the court is
needed. Since that time the defendants filed a motion for summary judgement
seeking to have the case dismissed on the grounds that there is no material
issue of fact. Plaintiffs filed a response in opposition to defendant's motion
and discovery was conducted by the parties. The court has not ruled as yet on
defendants' motion.
On July 12, 1996, Main Street Marketing of America Incorporated ("Main
Street Marketing") brought a demand for arbitration against the Company in the
Commonwealth of Pennsylvania claiming damages as a result of the Company's
alleged breach of a service agreement under which the Company agreed to provide
Main Street Marketing with various data entry and data processing services
relating to Main Street Marketing's magazine subscription program. Main Street
Marketing alleges that the Company committed various breaches of the service
agreement and has demanded an award in excess of $15 million. The Company has
responded to this demand for arbitration by denying liability and
counterclaiming in an amount in excess of $125,000. Discovery has progressed in
this matter, but has not yet been completed. It is not possible at this stage of
the proceeding to evaluate the probable outcome of this litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
9
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock trades on the National Market segment of The
Nasdaq Stock Market under the symbol "ICTG." The following table sets forth, for
the periods indicated, the high and low sales prices as quoted on The Nasdaq
Stock Market.
Period High Low
------ ---- ---
Fiscal 1998:
First Quarter 5 5/8 3 3/4
Second Quarter 5 1/2 3 3/4
Third Quarter 4 3/8 2
Fourth Quarter 2 7/8 1 7/8
Fiscal 1999:
First Quarter 4 1/2 2 5/8
Second Quarter 5 3/8 2 11/16
Third Quarter 9 5/8 4 1/2
Fourth Quarter 15 5/8 6 1/16
As of March 15, 2000, there were 43 holders of record of the Company's
Common Stock. On March 15, 2000, the closing sale price of the Common Stock as
reported by The Nasdaq Stock Market was $8.00.
The Company has never declared or paid any cash dividends on its
capital stock. The Company currently intends to retain its earnings to finance
future growth and working capital needs and, therefore, does not anticipate
paying any cash dividends in the foreseeable future. Additionally, the Company's
bank agreement limits the payment of dividends.
10
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data are derived from the financial
statements of the Company. The data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 and the consolidated financial statements and related
notes thereto included in Item 8.
<TABLE>
<CAPTION>
For Year Ended December 31,
------------------------------------------------------------------
1995 1996 1997 1998 1999
------------------------------------------------------------------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net revenues $ 52,116 $ 71,599 $ 91,653 $ 120,982 $ 153,049
--------- -------- -------- --------- ---------
Operating expenses:
Cost of services 28,639 38,537 50,662 69,588 84,390
Selling, general and administrative 21,073 30,708 37,009 47,012 60,080
Nonrecurring compensation expense -- 12,689 -- -- --
--------- -------- -------- --------- ---------
Total operating expenses 49,712 81,934 87,671 116,600 144,470
--------- -------- -------- --------- ---------
Operating income (loss) 2,404 (10,335) 3,982 4,382 8,579
Interest expense (income), net 834 180 (398) 406 801
--------- -------- -------- --------- ---------
Income (loss) before taxes 1,570 (10,515) 4,380 3,976 7,778
Income taxes (benefit) -- (2,998) 1,708 1,550 3,033
--------- -------- -------- --------- ---------
Net income (loss) $ 1,570 $ (7,517) $ 2,672 $ 2,426 $ 4,745
========= ======== ======== ========= =========
Diluted earnings (loss) per share $ .17 $ (.72) $ .22 $ .20 $ 0.39
========= ======== ======== ========= =========
Shares used in computing diluted
earnings per share 9,490 10,407 12,044 12,023 12,261
========= ======== ======== ========= =========
Pro Forma data:
Historical income (loss) before income taxes $ 1,570 $(10,515)
Pro forma income tax expense (benefit) (1) 667 (3,767)
--------- --------
Pro forma net income (loss) (1) $ 903 $ (6,748)
========= ========
Pro forma diluted earnings (loss) per share (1) $ .10 $ (.65)
========= ========
Shares used in computing pro forma
diluted earnings (loss) per share 9,490 10,407
========= ========
As of December 31,
--------------------------------------------------------------------
1995 1996 1997 1998 1999
--------------------------------------------------------------------
(In thousands)
Balance Sheet Data:
Cash and cash equivalents $ 447 $ 18,298 $ 17,711 $14,225 $12,239
Working capital (deficit) (1,601) 27,066 25,530 27,093 26,767
Total assets 18,481 49,112 61,578 75,876 78,073
Long-term debt, less current maturities 881 1,057 4,799 14,000 10,000
Capitalized lease obligations,
less current maturities 1,632 1,296 1,498 833 308
Shareholders' equity 3,843 41,020 43,368 45,785 50,340
</TABLE>
- -----------
(1) A pro forma provision for income taxes for periods prior to the effective
date of the Company's offering has been computed as if the Company had been
fully subject to federal and state income taxes.
11
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
The following table sets forth statement of operations data as a
percentage of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------
1999 1998 1997
----------------------------------------------------------
<S> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0%
------ ------ ------
Operating expenses
Cost of services 55.1 57.5 55.3
Selling, general and administrative 39.3 38.9 40.4
---- ---- ----
Total operating expense 94.4 96.4 95.7
---- ---- ----
Operating income 5.6 3.6 4.3
Interest expense .8 .8 .5
Interest income (.3) (.5) (1.0)
---- ---- -----
Income before income taxes 5.1 3.3 4.8
Income tax expense 2.0 1.3 1.9
---- ---- ----
Net income 3.1% 2.0% 2.9%
==== ==== ====
</TABLE>
Years Ended December 31, 1999 and 1998
Net Revenues. Net revenues increased 27% to $153.0 million from $121.0
million in 1998 primarily due to strong revenue growth from customers in the
insurance, telecommunications, and health care industries and our expansion into
Internet Support Services. Domestic TeleServices revenues grew 6% to $83.9
million from $79.0 million in 1998. Growth in this segment was restrained by a
slowdown in telesales campaigns which utilized credit card files. This low
growth rate resulted in reduced profitability for the Domestic TeleServices
segment. International Services (formerly International TeleServices) revenues
grew 80% to $24.0 million in 1999 from $13.4 million in 1998 due to our rapid
growth in Europe, Canada, Spantel and the Company's expansion into Australia.
Customer Management Services (previously reported separately as Marketing
Services and Management Services) revenues increased 58% to $45.1 million from
$28.6 million in 1998 reflecting the addition and expansion of several customer
care contracts.
Cost of Services. Cost of services, which consist primarily of direct
labor and telecommunications costs, increased 21% to $84.4 million in 1999 from
$69.6 million in 1998, resulting from increased business activity in each of the
business units. The increase was primarily due to the increased direct labor
required to support the increased revenue volume. As a percentage of revenues,
cost of services decreased to 55% in 1999 from 58% in 1998, primarily due to
telecommunication costs per hour decreasing 19% through reductions in rates paid
to our domestic and international carriers combined with the increased ability
to pass through telecommunication costs on many of our customer care contracts.
Selling, General and Administrative. Selling, general and
administrative expenses increased 28% to $60.1 million in 1999 from $47.0
million in 1998 largely due to the addition of facilities, contact center
personnel and other infrastructure to support increased calling volumes, as well
as our investment in marketing and systems to support our Internet Support
Services initiatives. As a percentage of revenues, selling, general and
administrative expenses were 39% in both 1999 and 1998.
12
<PAGE>
Interest Expense, net. Net interest expense reflects the interest
expense related to capital leases and term debt partially offset by investment
income. Net interest expense increased $395,000 to $801,000 in 1999 from
$406,000 in 1998 due to higher average outstanding debt and lower average
invested funds in 1999.
Income Taxes. Income taxes increased $1.5 million to $3.0 million in
1999 from $1.5 million in 1998. In both 1999 and 1998, the provision for income
taxes was approximately 39% of income before taxes.
Years Ended December 31, 1998 and 1997
Net Revenues. Net revenues increased 32% in 1998 to $121.0 million from
$91.7 million in 1997 primarily due to growth in TeleServices and Customer
Management Services revenues. Combined TeleServices segment revenues increased
29% to $92.4 million in 1998 from $71.4 million in 1997 resulting from continued
strong growth in the domestic market. International Services segment revenues
grew 4% to $13.4 million in 1998 from $12.9 million in 1997. Domestic
TeleServices segment revenues grew 35% to $79.0 million in 1998 from $58.5
million in 1997 as a result of growth in the financial services and
telecommunications industries. Customer Management Services revenues increased
41% to $28.6 million in 1998 from $20.3 million in 1997 reflecting the addition
and expansion of several customer care contracts.
Cost of Services. Cost of services increased 37% to $69.6 million in
1998 from $50.7 million in 1997, resulting from increased business activity in
each of the business units. As a percentage of revenues, cost of services
increased to 58% in 1998 from 55% in 1997 primarily due to lower average prices
and increased labor costs the Company incurred as a result of the favorable
economic climate and historically low unemployment levels. These conditions made
it more difficult for the Company to attract sufficient contact center staff.
Selling, General and Administrative. Selling, general and
administrative expenses increased 27% to $47.0 million in 1998 from $37.0
million in 1997 due to an increased number of contact centers and related
workstation capacity and additional sales and systems support. As a percentage
of revenues, selling, general and administrative expenses declined to 39% in
1998 from 40% in 1997 as the Company has consolidated certain contact centers
into larger centers, spread fixed costs of operations over the larger centers
and generally managed fixed expenses to support a larger revenue base.
Interest Expense (Income), Net. Net interest expense of $406,000 versus
net interest income of $398,000 in 1998 and 1997, respectively, reflects the
interest expense related to capital leases and borrowings against the Company's
line of credit for capital expansion partially offset by investment income. The
increase in net interest expense is the result of increased average outstanding
balances on the line of credit and decreased average invested funds in 1998 as
compared to 1997. In 1998, the Company financed capital equipment purchases
under its line of credit. In 1998, the Company borrowed approximately $12.2
million under its line of credit which was converted to term debt.
Income Taxes. Income taxes decreased $159,000 to $1.5 million for 1998
from $1.7 million in 1997. In both 1998 and 1997, the provision for income taxes
was approximately 39% of income before income taxes.
Quarterly Results and Seasonality
The Company has experienced and expects to continue to experience
significant quarterly variations in operating results, principally as a result
of the timing of client programs, the commencement and expiration of contracts,
the timing and amount of new business generated by the Company, the Company's
revenue mix, the timing of additional selling, general and administrative
expenses to support the growth and development of existing and new business
units and competitive industry conditions.
13
<PAGE>
The Company's business tends to be strongest in the second and fourth
quarters due to the high level of client sales activity in the spring and prior
to the holiday season. In the first quarter, business generally levels off or
slows from the previous quarter as a result of reduced client sales activity and
client transitions to new marketing programs during the first quarter of the
calendar year. In addition, the Company typically expands its operations in the
first quarter to support anticipated business growth beginning in the second
quarter. As a result, selling, general and administrative costs typically
increase in the first quarter without a commensurate increase in revenues which
results in decreased profitability for the first quarter versus the previous
fourth quarter. Also, demand for the Company's services typically slows or
decreases in the third quarter as the volume of business decreases during the
summer months. In addition, the Company's operating expenses increase during the
third quarter in anticipation of higher demand for its services during the
fourth quarter.
Liquidity and Capital Resources
Cash provided by operations in 1999 was $11.5 million compared to
$292,000 in 1998. The increase of approximately $11.2 million resulted from
higher net income and non-cash charges, as well as strong collection of accounts
receivable.
Cash used in investing activities in 1999 was $8.6 million compared to
$14.8 million in 1998. The Company added 752 workstations in 1999 versus adding
896 in 1998, and financed approximately half of its capital expenditures in 1999
under operating leases.
Cash used in financing activities was $4.6 million in 1999 as compared
to $11.1 million provided by financing activities in 1998. In 1999, the Company
repaid $4.0 million of term debt and made no borrowings under its line of
credit.
The Company's operations will continue to require significant capital
expenditures. Historically, equipment purchases have been financed through the
Company's equipment line of credit, operating leases, and through capitalized
lease obligations with various equipment vendors and lending institutions. The
capital lease obligations are payable in varying installments through 2001.
Outstanding obligations under capitalized leases at December 31, 1999 were
$833,000.
In 1998, the Company signed a three-year, $45.0 million credit agreement
with BankBoston, N.A. and Summit Bancorp. At December 31, 1999, outstanding
obligations under the credit agreement were $14.0 million, leaving $27.0 million
available to the Company. Repayments of termed out amounts permanently reduce
the amount available to borrow under the Line of Credit.
The Company believes that cash on hand, together with cash flow
generated from operations and funds available under the credit agreement will be
sufficient to finance its current operations and planned capital expenditures at
least through 2000.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's operations are exposed to market risks primarily as a
result of changes in interest rates and foreign currency exchange rates. The
Company does not use derivative financial instruments for speculative or trading
purposes.
Interest Rate Risk
The Company's exposure to market risk for changes in interest
rates relates to its long term debt obligations. The fixed rate of 7%
on the Company's long term debt at December 31, 1999 approximates
market rates; thus, the fair value of the debt approximates its
reported value. In the past the Company has not entered into financial
instruments such as interest rates swaps or interest rate lock
agreements. However, it may consider these instruments to manage the
impact of changes in interest rates based on management's assessment of
future interest rates, volatility of the yield curve and the Company's
ability to access the capital markets in a timely manner.
Foreign Currency Risk
The Company does not use foreign currency exchange contracts
or purchase currency options to hedge local currency cash flows. The
Company has operations in Canada, Ireland, the United Kingdom, and
Australia which are subject to foreign currency fluctuations. As
currency rates change, translation of income statements of these
operations from local currencies to US dollars affects year-to-year
comparability of operating results. The Company's foreign operations
represent 12.4% of the Company's consolidated revenues for the year
ended December 31, 1999. In addition, foreign operations produced 15.0%
of the business associated with domestic revenues. Management does not
expect the risk of foreign currency fluctuations to be material.
14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company being filed under this Item 8
can be found beginning on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to this item will be contained in the
Registrant's Proxy Statement for the 2000 Annual Meeting of Shareholders (the
"Proxy Statement"), which is hereby incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item will be contained in the Proxy
Statement, which is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this item will be contained in the Proxy
Statement, which is hereby incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this item will be contained in the Proxy
Statement, which is hereby incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Financial Statements and Financial Statement Schedules
See Index to Financial Statements at page F-1.
Reports on Form 8-K
The Company did not file any reports on Form 8-K during the last
quarter of the period covered by this report.
Exhibits
The following is a list of exhibits filed as part of this annual report
on Form 10-K. Where so indicated by footnote, exhibits which were previously
filed are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated parenthetically
except for in those situations where the exhibit number was the same as set
forth below.
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
3.1 Articles of Incorporation. (2)
3.2 Bylaws. (2)
9.1 Voting Trust Agreement among John J. Brennan, Donald P. Brennan and the Company, dated
February 2, 1996. (1) (Exhibit 10.11)
9.2 Amendment No. 1 to Voting Trust Agreement among John J. Brennan, Donald P. Brennan and the Company, dated May 9,
1996. (2) (Exhibit 10.17)
9.3 Form of Voting Agreement between the Company and certain option holders. (1) (Exhibit 10.13)
10.1 ICT Group, Inc. 1987 Stock Option Plan. (1) (2)+
10.2 ICT Group, Inc. Equity Incentive Plan. (1)+
10.3 ICT Group, Inc. Equity Compensation Plan. (2)+
10.4 ICT Group, Inc. 1996 Non-Employee Directors Plan. (2)+
10.5 Employment Agreement between John J. Brennan and the Company, dated May 8, 1996.(2)+
10.7 Employment Agreement between John L. Magee and the Company, dated April 1, 1987. (1)+
10.8 Employment Agreement between John D. Campbell and the Company, dated October 1, 1987. (1)+
10.9 Employment Agreement between Maurice J. Kerins and the Company, dated April 1, 1987. (1)+
10.10 Employment Agreement between Robert F. Small and the Company, dated April 1, 1987. (1)+
10.11 Shareholders Agreement among John J. Brennan, Donald P. Brennan and the Company, dated February 2,
1996. (1) (Exhibit 10.12)
10.13 $45,000,000 Credit Agreement dated as of April 21, 1998 among the Company, Eurotel Marketing Limited,
Yardley Enterprises, Inc., Harvest Resources, Inc., ICT/Canada Marketing, Inc., the Lenders referred to therein,
BankBoston, N.A. as Administrative Agent and Summit Bank as Co-Agent (3) (Exhibit 10.13)
10.14 Employment Agreement between Vincent A. Paccapaniccia and the Company, dated August 24, 1998.
10.15 First Amendment to Credit Agreement among the Company, Eurotel Marketing Limited, Yardley Enterprises, Inc.,
Harvest Resources, Inc., ICT/Canada Marketing, Inc., the Lenders referred to therein, BankBoston, N.A. as
Administrative Agent and Summit Bank as Co-Agent (3) (Exhibit 10.13) dated December 22, 1998.
10.16 Employment Agreement between John P. McCabe and the Company, dated April 18, 1997*
10.17 Employment Agreement between Timothy F. Kowalski and the Company, dated July 7, 1997*
10.18 Employment Agreement between Vincent M. Dadamo and the Company, dated May 29, 1999*
10.19 ICT Group, Inc. Non-Qualified Deferred Compensation Plan*
21 List of Subsidiaries*
23 Consent of Independent Public Accountants*
27 Financial Data Schedule*
</TABLE>
- ---------
* Filed herewith.
+ Compensation plans and arrangements for executives and others.
(1) Filed as an exhibit to the Company's Registration Statement on Form S-1
on April 26, 1996 (Registration No. 333-4150).
(2) Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 on June 4, 1996 (Registration No. 333-4150).
(3) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q on
May 13, 1998.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ICT GROUP, INC.
(Registrant)
Dated: March 27, 2000
By:/s/ John J. Brennan
--------------------------------
John J. Brennan
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ John J. Brennan Chairman, President, Chief March 27, 2000
-------------------------------------- Executive Officer and Director
John J. Brennan (principal executive officer)
By: /s/ Vincent A. Paccapaniccia Senior Vice President, Finance and March 27, 2000
-------------------------------------- Administration, Chief Financial Officer
Vincent A. Paccapaniccia and Asst. Secretary (principal financial and
accounting officer)
By: /s/ Donald P. Brennan Director March 27, 2000
--------------------------------------
Donald P. Brennan
By: /s/ Bernard Somers Director March 27, 2000
--------------------------------------
Bernard Somers
By: /s/ John Stoops Director March 27, 2000
--------------------------------------
John Stoops
</TABLE>
17
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.16 Employment Agreement between John P. McCabe and the Company, dated April 18, 1997*
10.17 Employment Agreement between Timothy F. Kowalski and the Company, dated July 7, 1997*
10.18 Employment Agreement between Vincent M. Dadamo and the Company, dated May 29, 1999*
10.19 ICT Group, Inc. Non-Qualified Deferred Compensation Plan*
21 List of Subsidiaries*
23 Consent of Independent Public Accountants*
28 Financial Data Schedule*
</TABLE>
18
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
Page
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-2
CONSOLIDATED BALANCE SHEETS F-3
CONSOLIDATED STATEMENTS OF OPERATIONS F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7
FINANCIAL STATEMENT SCHEDULE:
II. VALUATION AND QUALIFYING ACCOUNTS F-18
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ICT Group, Inc.:
We have audited the accompanying consolidated balance sheets of ICT Group, Inc.
(a Pennsylvania corporation) and subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended December 31, 1999.
These financial statements and schedule referred to below are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of ICT Group, Inc.
and subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the Index to
Consolidated Financial Statements and Financial Statement Schedule is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not a required part of the basic financial statements. This schedule has
been subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
February 11, 2000
F-2
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------------------
ASSETS 1999 1998
------ --------------- ---------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 12,239,021 $ 14,255,253
Accounts receivable, net of allowance for doubtful accounts
of $804,588 and $514,897 28,796,353 26,343,681
Prepaid expenses and other 2,599,418 1,557,915
Deferred income taxes 556,456 194,739
--------------- ---------------
Total current assets 44,191,248 42,351,588
PROPERTY AND EQUIPMENT, net 29,420,635 28,634,260
DEFERRED INCOME TAXES 2,858,145 3,155,279
OTHER ASSETS 1,602,721 1,735,191
--------------- ---------------
$ 78,072,749 $ 75,876,318
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 4,000,000 $ 4,000,000
Current portion of capitalized lease obligations 524,642 665,487
Accounts payable 7,868,817 6,884,079
Accrued expenses 5,031,018 3,708,736
--------------- ---------------
Total current liabilities 17,424,477 15,258,302
--------------- ---------------
LONG-TERM DEBT 10,000,000 14,000,000
--------------- ---------------
CAPITALIZED LEASE OBLIGATIONS 308,289 832,931
--------------- ---------------
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
none issued -- --
Common stock, $.01 par value, 40,000,000 shares authorized, 11,810,025 and
11,642,475 shares issued and outstanding 118,100 116,425
Additional paid-in capital 49,402,416 49,334,130
Deferred compensation -- (53,716)
Retained earnings (accumulated deficit) 1,554,005 (3,191,000)
Accumulated other comprehensive loss (734,538) (420,754)
--------------- ---------------
Total shareholders' equity 50,339,983 45,785,085
--------------- ---------------
$ 78,072,749 $ 75,876,318
=============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Year Ended
December 31,
---------------------------------------------
1999 1998 1997
------------ --------------- -------------
<S> <C> <C> <C>
NET REVENUES $153,049,467 $120,981,890 $ 91,652,978
------------ ------------ ------------
OPERATING EXPENSES:
Cost of services 84,390,236 69,587,985 50,662,062
Selling, general and administrative 60,079,796 47,011,939 37,008,848
------------ ------------ ----------
144,470,032 116,599,924 87,670,910
------------ ------------ ------------
Operating income 8,579,435 4,381,966 3,982,068
INTEREST EXPENSE 1,261,652 1,019,511 478,726
INTEREST INCOME (460,684) (613,682) (876,668)
------------ ------------ ------------
Income before income taxes 7,778,467 3,976,137 4,380,010
INCOME TAXES 3,033,462 1,549,309 1,708,204
------------ ------------ ------------
NET INCOME $ 4,745,005 $ 2,426,828 $ 2,671,806
============ ============ ============
EARNINGS PER SHARE:
Basic earnings per share $ 0.40 $ 0.21 $ 0.23
============ ============ ============
Diluted earnings per share $ 0.39 $ 0.20 $ 0.22
============ ============ ============
Shares used in computing basic earnings
per share 11,748,776 11,569,931 11,542,234
============ ============ ============
Shares used in computing diluted earnings
per share 12,261,075 12,023,152 12,044,341
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Deferred Retained Other Comp- Total
--------------------- Paid-in Compen- Earnings Rehensive Shareholders'
Shares Amount Capital sation (Deficit) Income (loss) Equity
----------- -------- ----------- --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996 11,538,300 $115,383 $49,338,490 $(161,140) $(8,289,634) $ 17,245 $41,020,344
Cancellation of stock options -- -- (84,648) -- -- -- (84,648)
Amortization of deferred compensation -- -- -- 53,712 -- -- 53,712
Exercise of stock options 4,000 40 4,037 -- -- -- 4,077
-----------
Comprehensive income:
Net income -- -- -- -- 2,671,806 -- 2,671,806
Currency translation adjustment -- -- -- -- -- (297,092) (297,092)
-----------
Total comprehensive income 2,374,714
----------- -------- ----------- --------- ----------- --------- -----------
BALANCE, DECEMBER 31, 1997 11,542,300 115,423 49,257,879 (107,428) (5,617,828) (279,847) 43,368,199
Amortization of deferred compensation -- -- -- 53,712 -- -- 53,712
Exercise of stock options 100,175 1,002 76,251 -- -- -- 77,253
-----------
Comprehensive income:
Net income -- -- -- -- 2,426,828 -- 2,426,828
Currency translation adjustment -- -- -- -- -- (140,907) (140,907)
-----------
Total comprehensive income 2,285,921
----------- -------- ----------- --------- ----------- --------- -----------
BALANCE, DECEMBER 31, 1998 11,642,475 116,425 49,334,130 (53,716) (3,191,000) (420,754) 45,785,085
Amortization of deferred compensation -- -- -- 53,716 -- -- 53,716
Exercise of stock options 167,550 1,675 68,286 -- -- -- 69,961
-----------
Comprehensive income:
Net income -- -- -- -- 4,745,005 -- 4,745,005
Currency translation adjustment -- -- -- -- -- (313,784) (313,784)
-----------
Total comprehensive income 4,431,221
----------- -------- ----------- --------- ----------- --------- -----------
BALANCE, DECEMBER 31, 1999 11,810,025 $118,100 $49,402,416 -- $ 1,554,005 $(734,538) $50,339,983
=========== ======== =========== ========= =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Year Ended
December 31,
----------------------------------------------
1999 1998 1997
-------------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,745,005 $ 2,426,828 $ 2,671,806
Adjustments to reconcile net income to
net cash provided by operating activities-
Depreciation and amortization 8,003,889 5,667,166 3,859,914
Deferred income tax expense (benefit) (64,583) 143,857 (242,216)
(Increase) decrease in-
Accounts receivable (2,452,672) (8,659,610) (4,144,986)
Prepaid expenses and other (1,041,503) 309,612 (985,159)
Other assets 42,587 (406,491) (38,438)
Increase (decrease) in-
Accounts payable 984,738 1,061,441 3,015,999
Accrued expenses 1,322,282 (250,466) 2,036,003
------------- ----------- ------------
Net cash provided by operating activities 11,539,743 292,337 6,172,923
------------ ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (8,646,665) (14,755,145) (10,585,839)
------------- ----------- ------------
Net cash used in investing activities (8,646,665) (14,755,145) (10,585,839)
------------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt -- 12,161,222 5,515,066
Payments on long-term debt (4,000,000) (346,202) (671,444)
Payments on capitalized lease obligations (665,487) (744,333) (724,694)
Proceeds from exercise of stock options 69,961 77,253 4,077
------------- ----------- ------------
Net cash provided by (used in) financing
activities (4,595,526) 11,147,940 4,123,005
------------- ----------- ------------
EFFECT OF FOREIGN EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS (313,784) (140,907) (297,092)
------------- ----------- ------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (2,016,232) (3,455,775) (587,003)
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 14,255,253 17,711,028 18,298,031
-------------- ----------- ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 12,239,021 $14,255,253 $ 17,711,028
============= =========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BACKGROUND:
ICT Group, Inc. and subsidiaries (the "Company") is a global supplier of
Customer Relationship Management (CRM) services - consisting of integrated
telesolutions, e-solutions and market solutions - which help its clients
identify, acquire, retain, service, measure and maximize the lifetine value of
their customer relationships. The Company manages 32 customer contact centers in
the U.S., Europe, Canada and Australia from which it supports outbound and
inbound telesales, customer management services, Web-enabled center services and
e-mail management processing for domestic and multinational corporations and
institutions, primarily in the insurance, financial,
telecommunications/utilities, pharmaceutical and healthcare and information
technology industries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of ICT Group, Inc.
and its subsidiaries. All material intercompany balances and transactions have
been eliminated.
Pursuant to Statement of Financial Accounting Standards ("SFAS") No. 52,
substantially all assets and liabilities of the Company's foreign subsidiaries
are translated at the period-end currency exchange rate and revenues and
expenses are translated at an average currency exchange rate for the period. The
resulting translation adjustment is accumulated in a separate component of
shareholders' equity.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenues on programs as services are performed, generally
based on hours of work incurred. Amounts collected from customers prior to the
performance of services are recorded as deferred revenues.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investments purchased
with an original maturity of three months or less. Cash equivalents at December
31, 1999 consist of an overnight repurchase agreement, money market accounts and
investment-grade commercial paper.
F-7
<PAGE>
Property and Equipment
December 31,
-----------------------------
1999 1998
----------- -------------
Communications and computer equipment $41,969,697 $ 37,269,157
Furniture and fixtures 9,556,467 7,257,311
Leasehold improvements 4,678,383 3,031,414
----------- -------------
56,204,547 47,557,882
Less - Accumulated depreciation and
amortization (26,783,912) (18,923,622)
----------- -------------
$29,420,635 $ 28,634,260
=========== =============
Property and equipment are recorded at cost. Depreciation and amortization are
provided over the estimated useful lives of the applicable assets using the
straight-line method. The lives used are as follows:
Communications and computer equipment 5 years
Furniture and fixtures 5-7 years
Leasehold improvements Lease term
Depreciation expense was $7,860,290, $5,564,496 and $3,721,321 for the years
ended December 31, 1999, 1998 and 1997, respectively. Repairs and maintenance
are charged to expense as incurred. Additions and betterments are capitalized.
Equipment under capital leases included in property and equipment is $5,946,468,
with related accumulated amortization of $5,072,021 and $4,315,682 at December
31, 1999 and 1998, respectively.
Other Assets
December 31,
--------------------------
1999 1998
------------- ----------
Deposits $ 866,021 $ 867,701
Goodwill, net of accumulated amortization of
$278,427 and $217,941 629,508 689,994
Other 107,192 177,496
------------- ----------
$ 1,602,721 $1,735,191
============= ==========
Goodwill is amortized over 15 years on a straight-line basis. The Company
evaluates the realizability of goodwill based on estimates of undiscounted
future cash flows over the remaining useful life of the assets acquired. If the
amount of such estimated undiscounted future cash flows is less than the net
book value of the assets acquired, the assets are written down to the amount of
the estimated undiscounted cash flows. Management believes that there has been
no impairment of goodwill as of December 31, 1999.
F-8
<PAGE>
Accrued Expenses
December 31,
------------------------
1999 1998
----------- ----------
Payroll and related benefits $ 2,977,313 $1,786,945
Telecommunications expense 900,192 871,761
Income tax payable -- 103,367
Interest 24,500 325,646
Other 1,129,013 621,017
----------- ----------
$ 5,031,018 $3,708,736
=========== ==========
Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," the objective of which is to recognize the amount
of current and deferred income taxes payable or refundable at the date of the
financial statements as a result of all events that have been recognized in the
financial statements as measured by enacted tax laws.
Supplemental Cash Flow Information
For the years ended December 31, 1999, 1998 and 1997, the Company paid interest
of $1,562,798, $736,473, and $440,660, respectively. Capital lease obligations
of $947,208, were incurred on equipment leases entered into in 1997. For the
years ended December 31, 1999, 1998 and 1997, the Company paid income taxes of
$3,529,584, $1,968,387 and $919,637, respectively.
Major Customers and Concentration of Credit Risk
In 1999, 1998 and 1997, two customers accounted for approximately 17%, 22% and
31% of net revenues, respectively. In 1999, 1998 and 1997, net revenues from
customers within the insurance industry accounted for 35%, 34% and 42% of total
net revenues, respectively, and customers within the financial services industry
accounted for 30%, 33% and 24% of total net revenues, respectively. The loss of
the Company's major customers or a downturn in the insurance or financial
services industries could have a material adverse effect on the Company's
business.
Concentration of credit risk is limited to trade receivables and is subject to
the financial conditions of certain major customers. The Company does not
require collateral from its customers.
Earnings Per Share
The Company has presented earnings per share pursuant to SFAS No. 128, "Earnings
Per Share," and the Securities and Exchange Commission Staff Accounting Bulletin
No. 98.
Basic earnings per share ("Basic EPS") is computed by dividing the net income
for each year by the weighted average number of shares of Common stock
outstanding for each year. Diluted earnings per share ("Diluted EPS") is
computed by dividing net income for each year by the weighted average number of
shares of Common stock and the dilutive effect of Common stock equivalents
during each year. For the years ended December 31, 1999, 1998 and 1997, the
dilutive effect of Common stock equivalents used in computing Diluted EPS was
512,299, 453,221 and 502,107, respectively. For the years ended December 31,
1999, 1998 and 1997, options to purchase 68,500, 782,429 and 618,418 shares of
Common stock were outstanding but not included in the computation of Diluted
EPS as the result would be antidilutive.
F-9
<PAGE>
Comprehensive Income (Loss)
The Company follows SFAS No. 130, "Reporting Comprehensive Income". This
statement requires companies to classify items of other comprehensive income by
their nature in a financial statement and display the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the balance sheet.
3. DEBT:
December 31,
------------------------
1999 1998
----------- -----------
Term loan, interest at 7%, principal payments of
$333,333 per month through June 2003 $14,000,000 $18,000,000
Less - Current portion (4,000,000) (4,000,000)
----------- -----------
$10,000,000 $14,000,000
=========== ===========
Future maturities of long-term debt are as follows at December 31, 1999:
2000 $ 4,000,000
2001 4,000,000
2002 4,000,000
2003 2,000,000
------------
$ 14,000,000
============
In April 1998, the Company entered into an agreement with two banks under which
the Company obtained a line of credit for an aggregate of $45.0 million (the
"Line of Credit"). Upon execution of the agreement, all principal amounts
outstanding under prior agreements, plus accrued interest and fees incurred in
connection with the new agreement, were rolled into the Line of Credit. This
agreement was amended in December 1998 to allow for an annual calendar year term
out. Borrowings may be used for acquisitions, working capital, capital
expenditures, and other corporate purposes. The Line of Credit can be drawn upon
through April 2001, at which time all amounts outstanding are repayable, unless
the Company has elected to term out eligible borrowings as described below.
Interest on borrowings is calculated at a variable rate and payable quarterly.
Under the terms of the amended agreement, the Company has the option, once each
year, to convert amounts borrowed for capital expenditures to term loans.
Amounts converted to term loans are repayable monthly in fifty-four equal
principal payments plus interest. Interest on the term loans is variable at a
base rate, as defined, minus .5%. The Company may elect to convert such variable
rate to a fixed rate, as defined, plus 1.50%. In December 1998, the Company
elected to convert borrowings under the Line of Credit into a term loan. The
term loan is repayable in 54 monthly installments of $333,333 plus interest at a
fixed rate of 7%, commencing January 1999. Repayments of termed out amounts
permanently reduce the amount available to borrow under the Line of Credit.
The Company must pay a commitment fee of .25% on the average daily balance of
any unused amount of the Line of Credit, payable quarterly. The amount of the
unused Line of Credit at December 31, 1999 totaled $27,000,000. The Company
incurred interest expense of $0 and $650,908 under the Line of Credit for the
years ended December 31, 1999 and December 31, 1998, respectively. The weighted
average interest on borrowings under the Line of Credit for the year ended
December 31, 1998 was 7.4%.
Borrowings under the Line of Credit are secured by substantially all of the
Company's assets. The Company is required to maintain certain financial ratios
and a specified level of net worth, as defined, and payments of dividends and
repurchases of stock are limited.
F-10
<PAGE>
4. CAPITALIZED LEASE OBLIGATIONS:
The Company leases certain equipment under capital leases. Future minimum lease
payments as of December 31, 1999, are as follows:
2000 $ 599,824
2001 308,107
------------
Total minimum lease payments 907,931
Less- Amount representing interest (75,000)
------------
Present value of minimum lease payments 832,931
Less- Current portion (524,642)
------------
$ 308,289
============
5. INCOME TAXES:
The components of the income (loss) before income taxes are as follows:
Year Ended December 31,
----------------------------------------
1999 1998 1997
----------- ------------ ------------
Domestic $ 7,519,791 $ 4,038,383 $ 3,192,559
Foreign 258,676 (62,246) 1,187,451
----------- ------------- ------------
$ 7,778,467 $ 3,976,137 $ 4,380,010
=========== ============ ============
The components of the provision (benefit) for income taxes are as follows:
Year Ended December 31,
-------------------------------------------------------
1999 1998 1997
-------------- -------------- ---------------
Current:
Federal $ 2,680,365 $ 1,271,126 $ 1,339,098
State -- 9,746 10,540
Foreign 417,680 124,580 462,831
-------------- -------------- --------------
3,098,045 1,405,452 1,812,469
-------------- -------------- --------------
Deferred:
Federal 123,445 121,725 (90,898)
State (38,548) 22,132 (13,367)
Foreign (149,480) -- --
-------------- -------------- --------------
(64,583) 143,857 (104,265)
-------------- -------------- --------------
$ 3,033,462 $ 1,549,309 $ 1,708,204
============== ============== ==============
F-11
<PAGE>
The approximate income tax effect of each type of temporary difference is as
follows:
December 31,
-------------------------------
1999 1998
-------------- --------------
Gross deferred tax assets:
Nonrecurring compensation expense $ 3,526,358 $ 4,006,203
Accruals and reserves not currently
deductiible for tax 556,456 301,059
Deferred compensation -- 83,791
Other 192,034 --
-------------- --------------
$ 4,274,848 $ 4,391,053
============== ==============
Gross deferred tax liabilities:
Cash basis of accounting $ -- $ (287,364)
Depreciation methods (755,433) (619,265)
Other (104,814) (134,406)
-------------- --------------
$ (860,247) $ (1,041,035)
============== ==============
The Company has recorded no valuation reserve for deferred tax assets as of
December 31, 1999. Although realization is not assured, management believes it
is more likely than not that all of the deferred tax assets will be realized.
The amount of the deferred tax asset considered realizable, however, could be
reduced in the near-term if estimates of future taxable income are reduced.
In June 1996, the Company recorded a nonrecurring compensation charge of $12.7
million relating to the extension of stock options. In connection with the
compensation charge, the Company recorded a deferred tax benefit of $4.7 million
based on the then excess of the Company's stock price ($16 per share) over the
exercise price of the extended options. To the extent the stock price is below
$16 per share when the options are exercised, the actual tax deduction the
Company will receive will be less than the carrying amount of the deferred tax
asset. Based on the Company's stock price at December 31, 1999 of $12.25 per
share, an impairment of $717,000 would have occurred had all of the extended
options been exercised. To the extent non-extended options are exercised that
result in a tax deduction the potential impairment of the deferred tax asset
would be reduced.
The reconciliation of the statutory federal income tax rate to the Company's
effective income tax rate is as follows:
Year Ended December 31,
-------------------------
1999 1998 1997
---- ---- ----
Federal statutory tax rate 34.0% 34.0% 34.0%
State income taxes, net of federal tax benefit .2 1.3 4.0
Other 4.8 3.7 1.0
--------------------------
39.0% 39.0% 39.0%
======= ======= =======
F-12
<PAGE>
6. PROFIT SHARING PLAN:
The Company maintains a trusteed profit sharing plan (Section 401(k)) for all
qualified employees, as defined. The Company matches 50% of employee
contributions, up to a maximum of 6% of the employee's compensation; however, it
may also make additional contributions to the Plan based upon profit levels and
other factors. No such additional contributions were made in 1999, 1998 or 1997.
Employees are fully vested in their contributions, while full vesting for the
Company's contributions occurs upon death, disability, retirement or completion
of five years of service. In 1999, 1998 and 1997, the Company's contributions
were $446,050, $323,060 and $296,529, respectively. The Plan's trustees are the
management of the Company.
In 1999, the Company adopted a Non-Qualified Deferred Compensation Plan for
certain employees, with deferrals to commence in April 2000. This plan will
allow these employees to defer a portion of their compensation on a pre-tax
basis. Currently, there is no employer match on any amounts deferred. Employees
are fully vested in their deferred amounts, but withdrawals are not permitted
until the plan is terminated, the employee attains age 65, or the employee
terminates, becomes disabled, or dies. Other withdrawals are permitted for
unforeseeable emergencies only.
7. EQUITY PLANS:
Stock Option Plans
The Company's 1996 Equity Compensation Plan authorizes up to 1,120,000 shares of
Common Stock for issuance in connection with the granting to employees and
consultants of incentive and nonqualified stock options, restricted stock, stock
appreciation rights and other awards based on the Company's Common Stock. The
options to be granted and the option prices are established by the Board of
Directors or a committee composed of two or more of its members. Incentive stock
options are granted at prices not less than fair market value. Options are
exercisable for periods not to exceed ten years, as determined by the Board of
Directors or its committee. As of December 31, 1999, 449,625 shares of Common
Stock were available for grant under the plan.
The Company's 1996 Non-Employee Director Plan authorizes up to 30,000 shares of
Common Stock for issuances of nonqualified stock options to non-employee
directors. As of December 31, 1999, 22,000 shares of Common Stock are available
for grant under this plan.
As of December 31, 1999, there were options to purchase 574,675 shares of Common
Stock outstanding in connection with the Company's 1987 Stock Option Plan. No
future grants will be made under this plan.
Equity Incentive Plan
In December 1995, the Company adopted an Equity Incentive Plan that provided for
the issuance of up to 270,000 Equity Incentive Units ("Units"). In December
1995, the Company awarded 159,300 Units with a purchase price of $1.02 per Unit.
Each Unit allows the holder the right to purchase one share of Common Stock at a
specified price. Units are exercisable for a period not to exceed ten years from
the date of grant. As of December 31, 1999, there were 85,500 Units outstanding.
No more Units will be granted under the Equity Incentive Plan.
F-13
<PAGE>
Information with respect to the options granted under the stock option plans and
Units is as follows:
Weighted
Exercise Average Exercise
Shares Price Price
---------- -------------- ----------------
Outstanding, December 31, 1996 1,010,877 .04 - 16.25 .81
Granted 148,500 4.13 - 16.00 6.48
Exercised (4,000) 1.02 1.02
Canceled (38,852) 1.02 - 1.57 1.09
--------- -------------- ----------
Outstanding, December 31, 1997 1,120,525 .04 - 16.25 1.55
Granted 235,200 4.75 - 4.88 4.87
Exercised (100,175) .04 - 1.57 .77
Canceled (19,900) 1.57 - 4.88 3.08
--------- -------------- ----------
Outstanding, December 31, 1998 1,235,650 .04 - 16.25 2.22
Granted 300,800 3.40 - 11.00 3.91
Exercised (167,550) .04 - 4.75 .45
Canceled (40,475) 1.02 - 16.00 6.30
--------- -------------- ----------
Outstanding, December 31, 1999 1,328,425 $ .04 - 16.25 2.71
========= =============== ==========
The following table summarizes information about stock options and units
outstanding at December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------- -------------------
Weighted Weighted
Average Average
Range of Number Remaining Exercise Number Weighted Average
Exercise Price Outstanding Life Price Exercisable Exercise Price
-------------- ----------- --------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
$ .04 to $ 1.63 660,175 4 $ .27 657,475 $ .26
$1.64 to $ 4.88 508,250 9 4.10 169,825 4.42
$4.89 to $ 8.13 106,500 8 5.35 41,850 5.18
$9.75 to $16.25 53,500 7 14.36 34,900 14.70
----------- --------- ---------- ------------ --------------
$ .04 to $16.25 1,328,425 6 $ 2.71 904,050 $ 1.83
=========== ========= ========== ============ ==============
</TABLE>
Company Option Plans
The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and the related interpretations in accounting for
its stock option plans. The disclosure requirement of SFAS No. 123, "Accounting
for Stock-Based Compensation," was adopted by the Company in 1996. Had
compensation cost for the Company's stock-based compensation plans been
determined under SFAS No. 123, the Company's net income would have been
decreased to the pro forma amounts indicated below. Because the SFAS No. 123
method of accounting is not required to be applied to options granted prior to
January 1, 1995, the resulting pro forma compensation charge may not be
representative of that to be expected in future years.
F-14
<PAGE>
Year Ended December 31,
-----------------------------------------------
1999 1998 1997
------------ ------------ ------------
Net income, as reported $ 4,745,005 $ 2,426,828 $ 2,671,806
Pro forma net income $ 4,131,810 $ 2,175,662 $ 2,497,235
Diluted EPS, as reported $ .39 $ .20 $ .22
Pro forma Diluted EPS $ .34 $ .18 $ .21
The weighted average fair value of the options granted in 1999, 1998 and 1997 is
estimated at $2.05, $2.12 and $3.64 per share, respectively, on the date of
grant using the Black-Scholes option pricing model with the following
assumptions: no expected dividend yield, volatility of 85%, weighted average
risk-free interest rate of 5% in 1999, 5% in 1998 and 6% in 1997, and an
expected life of 2 years in 1999 and 1998 and 7 years in 1997.
8. COMMITMENTS AND CONTINGENCIES:
------------------------------
The Company leases office facilities and certain equipment under operating
leases. Rent expense was $9,716,388, $7,087,136 and $4,951,149 for the years
ended December 31, 1999, 1998 and 1997, respectively. Future minimum rentals for
all operating leases are as follows:
2000 $9,633,524
2001 8,275,244
2002 6,932,559
2003 5,490,704
2004 3,272,424
2005 and thereafter 3,992,859
The Company enters into agreements with its telephone long-distance carriers
ranging from one to three years, which provide for, among other things, annual
minimum purchases and termination penalties.
From time to time, the Company is involved in certain legal actions arising in
the ordinary course of business. In management's opinion, the outcome of such
actions will not have a material adverse effect on the Company's financial
position or results of operations.
In October 1997, a shareholder, purporting to act on behalf of a class of ICT
shareholders filed a complaint in the United States District Court for the
Eastern District of Pennsylvania against the Company and certain of its
directors. The complaint alleges that the defendants violated the federal
securities laws, and seeks compensatory and other damages, including rescission
of stock purchases made by the plaintiff and other class members in connection
with the Company's Offering in June 1996. The defendants believe the complaint
is without merit, deny all of the allegations of wrong doing and are vigorously
defending the suit. In February 1998, the defendants filed a motion to dismiss
the complaint. In May 1998, the complaint was dismissed by a judge for the
United States District Court for the Eastern District of Pennsylvania with leave
to plaintiff to file an amended complaint on narrow accounting allegations. In
June 1998, plaintiffs filed a First Amended Class Action Complaint purporting to
bring negligence claims in connection with the Company's Offering. The
defendants continue to deny all allegations of wrongdoing, believe the amended
complaint is without merit and are vigorously defending the suit. In November
1998, the court granted a motion appointing Rowan Klein and Michael Mandat as
lead plaintiffs. In February 1999, the court dismissed the case without
prejudice, directing that the case remain in status quo, that the statute of
limitations be tolled and that the parties continue with discovery and advise
the court if assistance by the court is needed. Since that time the defendants
filed a motion for summary judgement seeking to have the case dismissed on the
grounds that there is no material issue of fact. Plaintiffs filed a response in
opposition to defendant's motion and discovery was conducted by the parties. The
court has not ruled as yet on defendants' motion.
In July 1996, Main Street Marketing of America Incorporated ("Main Street
Marketing") brought a demand for arbitration against the Company claiming
damages as a result of the Company's alleged breach of a service agreement under
which the Company agreed to provide Main Street Marketing with various data
entry and data processing services relating to Main Street Marketing's magazine
subscription program. Main Street Marketing alleges that the Company committed
various breaches of the service agreement and has demanded an award in excess of
$15 million. The Company has responded to this demand for arbitration by denying
liability and counterclaiming in an amount in excess of $125,000. Discovery has
progressed in this matter, but has not yet been completed. It is not possible at
this stage of the proceeding to evaluate the probable outcome of this
litigation.
F-15
<PAGE>
The Company has renewable employment agreements with nine key executives with
terms ranging from one to three years. The agreements provide for, among other
things, severance payments ranging from six months to three years.
9. OPERATING AND GEOGRAPHIC INFORMATION:
-------------------------------------
Under the disclosure requirements of SFAS No. 131, the Company classifies its
operations into three business segments: Domestic TeleServices, International
Services, and Customer Management Services. Previously, the Company reported
disclosure for four operating segments. The Company reassessed its operating
segments and determined that three operating segments more appropriately reflect
the Company's business operations. Specifically, the Company has combined the
previously reported Marketing Services and Management Services segments of its
business into a single segment called Customer Management Services. The
operating segments are managed separately because each operating segment
represents a strategic business unit that offers different services. The
accounting policies of the operating segments are the same as described in the
summary of significant accounting policies (see Note 2). Segment assets include
amounts specifically identified to each segment. Corporate assets consist
primarily of property and equipment. The Domestic TeleServices segment provides
inbound and outbound telemarketing services. The International Services segment
provides international multilingual inbound and outbound telemarketing services,
customer management services, marketing, research and other value-added services
and includes business conducted by Spantel for the US Hispanic market. The
Customer Management Services segment provides marketing, research, consulting
teleservices, and ongoing customer care management in behalf of customers
operating on the Company's target industries.
For the Year Ended December 31,
------------------------------------------
1999 1998 1997
------------- ------------ -----------
(In thousands)
Revenues:
Domestic TeleServices $ 83,896 $ 79,030 $ 58,480
International Services 24,008 13,373 12,867
Customer Management Services 45,145 28,579 20,306
------------- ------------ ---------
$ 153,049 $ 120,982 $ 91,653
============= ============ =========
Operating income (loss):
Domestic TeleServices $ 3,958 $ 5,791 $ 4,306
International Services (99) (1,263) 161
Customer Management Services 4,720 (146) (485)
------------- ------------ ---------
$ 8,579 $ 4,382 $ 3,982
============= ============ =========
Total Assets:
Domestic TeleServices $ 41,408 $ 41,786 $ 37,662
International Services 15,777 13,356 9,777
Customer Management Services 15,853 15,996 10,288
Corporate 5,035 4,738 3,851
------------- ------------ ---------
$ 78,073 $ 75,876 $ 61,578
============= ============ =========
Depreciation and Amortization:
Domestic TeleServices $ 3,242 $ 2,583 $ 2,177
International Services 1,793 1,005 563
Customer Management Services 1,602 1,110 352
Corporate 1,367 969 768
------------- ------------ ---------
$ 8,004 $ 5,667 $ 3,860
============= ============ =========
Capital Expenditures:
Domestic TeleServices $ 1,625 $ 4,496 $ 4,106
International Services 5,036 4,046 3,276
Customer Management Services 1,444 4,327 1,007
Corporate 542 1,886 2,197
------------- ------------ ---------
$ 8,647 $ 14,755 $ 10,586
============= ============ =========
F-16
<PAGE>
The following table represents information about the Company by geographic area:
For the Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ---------
(In thousands)
Revenues:
United States $ 134,018 $ 111,067 $ 81,248
Canada 9,155 4,676 5,902
Europe 8,391 5,239 4,503
Australia 1,485 -- --
---------- ---------- ---------
$ 153,049 $ 120,982 $ 91,653
========== ========== =========
Operating income (loss):
United States $ 9,395 $ 5,655 $ 3,513
Canada 1,186 1,463 1,151
Europe (1,650) (2,736) (682)
Australia (352) -- --
---------- ---------- ---------
$ 8,579 $ 4,382 $ 3,982
========== ========== =========
Identifiable assets:
United States $ 62,496 $ 68,107 $ 55,107
Canada 6,388 3,078 1,955
Europe 8,516 4,691 4,516
Australia 673 -- --
---------- ---------- ---------
$ 78,073 $ 75,876 $ 61,578
========== ========== =========
F-17
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance,
Beginning of Charged to Balance,
Description Year Expense Deductions End of Year
- -------------------------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
1999 $ 514,897 $1,145,177 $ (855,486) $ 804,588
1998 345,897 456,697 (287,697) 514,897
1997 354,524 315,539 (324,166) 345,897
</TABLE>
F-18
<PAGE>
Exhibit 10.16
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of April 18, 1997, by and between ICT GROUP,
INC., a Pennsylvania corporation (hereinafter called "Company"), and John P.
McCabe, an individual (hereinafter called "Employee").
WITNESSETH
Company wishes to employ Employee and Employee wishes to enter into the
employ of Company on the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Employee agree as follows:
1. Employment. Company hereby employs Employee as President, Financial
Marketing Services and Employee hereby accepts employment by Company for the
period of time and upon the terms, conditions and restrictions contained in this
Agreement.
2. Duties and Responsibilities.
(a) Employee agrees to assume such duties and responsibilities
normally associated with the position indicated above, and as may be assigned to
Employee by the President of the Company from time to time. Employee shall
perform any other duties reasonably required by Company and, if requested by
Company, shall serve as an officer or director of Company without additional
compensation.
(b) Throughout the term of this Agreement, Employee shall
devote his entire working time, energy, skill and best efforts to the
performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interest of Company. During the term of this
Agreement, Employee may not, directly or indirectly, do any work for any other
company.
3. Term. This Agreement shall be for a term of one (1) year, commencing
on May 19, 1997 and ending on May 18, 1998 unless sooner terminated as
hereinafter provided. Unless either party elects to terminate this Agreement at
the end of the original or any renewal term by giving the other party written
notice of such election at least ninety (90) days before the expiration of the
then current term, this Agreement shall be deemed to have been renewed for an
additional term of one (1) year commencing on the day after the expiration of
the current term, unless sooner terminated as hereinafter provided.
<PAGE>
4. Compensation.
(a) For all of the service rendered by Employee to Company,
Employee shall receive a gross annual salary of $ 150,000.00, less taxes and
other deductions required by law, payable in reasonable periodic installments in
accordance with Company's regular payroll practices in effect from time to time.
Employee's base salary shall be reviewed by Company's Board of Directors
annually and may be adjusted by the Board of Directors in its sole discretion.
(b) In addition to Employee's base salary, Company may pay
Employee from time to time such bonuses or other additional compensation as
Company may determine in its soles discretion.
(c) Throughout the term of this Agreement, Employee shall be
eligible to participate in Company's insurance and other benefit plans and
programs subject to their terms, conditions and restrictions. Nothing herein
shall preclude Company from modifying or terminating any insurance or other
benefit plan or program.
(d) Employee shall accrue vacation pay at a rate of 1.50 days
per full-month of employment.
(e) Employee will not receive any remuneration or any other
benefit from any client or any other company or individual in connection with
any transaction in which Company is involved, directly or indirectly. Nor will
Employee assign or give any part of the compensation which he receives from
Company to any other employee, agent or representative of Company, to any client
or any of its employees, agents or representatives, or to any other person or
entity involved, directly or indirectly, with Company.
5. Expenses. Company will reimburse Employee for all reasonable
expenses incurred by Employee in connection with the performance of Employee's
duties hereunder upon receipt of vouchers therefor satisfactory to Company and
in accordance with Company's regular reimbursement procedures and practices in
effect from time to time.
6. Post-Termination Payments.
(a) If Employee is terminated by Company pursuant to Paragraph
10 hereof, Company shall pay to Employee a monthly severance payment in an
amount equal to Employee's monthly salary at the time of termination for twelve
(12) months.
<PAGE>
(b) Employee shall make reasonable efforts to obtain
replacement income (through employment and other sources) during the period in
which Employee receives post-termination payments from Company.
(c) Company's obligation to make post-termination payments
pursuant to Paragraph 6(a) shall be offset by any compensation earned by
Employee, as an employee, consultant, independent contractor or otherwise,
during the period in which Employee receives such post-termination payments.
(d) Company's obligations under Paragraph 6(a) shall cease in
the event Employee fails to make reasonable efforts to obtain replacement income
or in the event Employee breaches any of the restrictions or obligations set
forth in Paragraphs 12 and 13 of this Agreement.
7. Inability. If Employee is unable to perform the essential functions
of his job, with or without reasonable accommodations, for whatever reason, for
a period of thirteen (13) consecutive weeks or for a cumulative period of
nineteen (19) weeks during any twelve-month period, Company shall have the right
to terminate Employee's employment, in which event Company shall have no further
obligations or liabilities hereunder after the date of such termination. The
termination of Employee's employment with Company pursuant to this Paragraph
shall not release Employee from Employee's obligations and restrictions under
Paragraphs 12 and 13 of this Agreement.
8. Death. If Employee dies, Company shall have no further obligations
or liabilities to Employee's estate or legal representative or otherwise after
the date of his death.
9. Discharge for Cause. Company may discharge Employee at any time for
"Cause", which shall include, but not be limited to: willful misconduct, fraud,
misappropriation, malfeasance, misfeasance, nonfeasance, embezzlement, gross
negligence, self-dealing, dishonesty, misrepresentation, conviction of a crime
of moral turpitude, or material violation by Employee of any Company policy or
provision of this Agreement. In the event Company terminates Employee's
employment for Cause, Company shall have no further obligations or liabilities
to Employee after the date of such discharge. The termination of Employee's
employment with Company pursuant to this Paragraph shall not release Employee
from Employee's obligations and restrictions under Paragraphs 12 and 13 of this
Agreement.
10. Discharge Not for Cause. Notwithstanding any other provision of
this Agreement, Company may discharge Employee at any time without cause by
providing Employee with 30 days written notice, which notice Company may waive,
in whole or in part, in its sole discretion, by paying Employee for such 30
days. Upon termination of Employee pursuant to this Paragraph, Company shall be
obligated to provide Employee with post-termination payments in accordance with
Paragraph 6, but shall have no further obligations or liabilities to Employee
after the date of his termination. The termination of Employee's employment with
Company pursuant to this paragraph shall not release Employee from Employee's
obligations and restrictions under Paragraphs 12 and 13 of this Agreement.
<PAGE>
11. Termination by Employee. Employee may terminate his employment
under this Agreement at any time by providing Company with 30 days written
notice, which notice Company may waive, in whole or in part, in its sole
discretion, by paying Employee for such 30 days, Company shall have no further
obligations or liabilities to Employee after the date of his termination. The
termination of Employee's employment with Company pursuant to this Paragraph
shall not release Employee from Employee's obligations and restrictions under
Paragraphs 12 and 13 of this Agreement.
12. Company Property.
(a) All advertising, sales, manufacturers' and other materials
or articles or information, including without limitation data processing
reports, client sales analyses, invoices, price lists or information, samples or
any other materials or data of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole and confidential property of Company.
(b) Immediately upon termination of Employee's employment,
whether by Employee or Company, whether during the term of this Agreement, upon
its expiration or subsequent to its expiration, Employee shall deliver to
Company, all Company property (for example, keys and credit cards) and all
documents, books, records, lists and other documents relating to Company's
business, regardless of where or by whom said writings were kept or prepared,
retaining no copies.
(c) In the event Employee receives notice from Company that
his employment is or will be terminated or Employee provides Company with notice
of his intent to resign, within five (5) days of receiving or providing such
notice, and thereafter as may be requested by Company, Employee shall provide
Company with a list of all clients and potential clients with whom he is working
and/or negotiating and a summary of the status of each matter with which he is
involved, directly or indirectly.
<PAGE>
13. Restrictive Covenants, Trade Secrets, Etc.
(a) For a period of one (1) year after the termination of his
employment with Company, for any reason whatsoever, whether during the term of
this Agreement, upon its expiration or subsequent to its expiration, whether by
Employee or Company, Employee shall not for his own benefit or for the benefit
of any third party, directly or indirectly, in any capacity, participate in any
of the following activities: (i) hire or do any business with any employee of
Company or otherwise induce or attempt to influence any employee of Company to
terminate his or her employment with Company; (ii) divert, solicit, or do any
business with any current, former (within two (2) years of the date of
termination), or potential (engaged in discussion with Company as of the date of
termination) client of Company; or (iii) cause or attempt to cause any current,
former, or potential client to refrain from doing business with Company. In
light of the fact that the clients of Company will be engaged in operations
nationwide and Company will be contacting potential customers for its clients
throughout the entire United States, the restrictions set forth in this
Paragraph 13(a) shall apply throughout the entire United States.
(b) During the term of this Agreement and at all times
thereafter, Employee shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit of any
person, firm, association or company other than Company, any material referred
to in Paragraph 12 above or any information regarding the business methods,
business policies, procedures, techniques, research or development projects or
results, trade secrets, or other knowledge or processes of or developed by
Company or any names and addresses of clients or customers or any data on or
relating to past, present or prospective clients or customers or any other
confidential information relating to or dealing with the business operations or
activities of Company, made known to Employee or learned or acquired by Employee
while in the employ of Company.
(c) Any and all writing, inventions, improvements, processes,
procedures and/or techniques which Employee may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
during the term of this Agreement, whether during working hours or at any other
time and whether at the request or upon the suggestion of Company or otherwise,
which relate to or are useful in connection with any business now or hereafter
carried on or contemplated by Company, including developments or expansions of
its present fields of operations, shall be the sole and exclusive property of
Company. Employee shall make full disclosure to Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title thereto in Company.
Employee shall write and prepare all specifications and procedures regarding
such inventions, improvements, processes, procedures and techniques and other
aid and assist Company so that Company can prepare and present applications for
copyright or Letters Patent therefor and can secure such copyright or Letters
Patent wherever possible, as well as reissues, renewals, and extensions thereof,
and can obtain the record title to such copyright or patents so that Company
shall be the sole and absolute owner thereof in all countries in which it may
desire to have copyright or patent protection. Employee shall not be entitled to
any additional or special compensation or reimbursement regarding any and all
such writings, inventions, improvements, processes, procedures and techniques,
except that Company shall reimburse Employee for any expenses which Employee may
incur in vesting absolute title thereto in Company.
<PAGE>
(d) Employee acknowledges that the restrictions contained in
the foregoing subparagraphs (a), (b), and (c), in view of the nature of the
business in which Company is engaged, are reasonable and necessary in order to
protect the legitimate interests of Company, and that any violation thereof
would result in irreparable injuries to Company, and Employee therefore
acknowledges that, in the event of his violation of any of these restrictions,
Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which Company may be entitled.
(e) Employee agrees that if any or any portion of the
foregoing covenants or the application thereof, is construed to be invalid or
unenforceable, the remainder of such covenant or covenants shall not be affected
and the remaining covenant or covenants shall then be given full force and
effect without regard to the invalid or unenforceable portion(s). If the
covenant is held to be unenforceable because of the area covered, the duration
thereof or the scope thereof, Employee agrees that the court making such
determination shall have the power to reduce the area and/or the duration and/or
scope thereof, and the covenant shall then be enforceable in its reduced form.
(f) If Employee violates any of the restrictions contained in
the foregoing subparagraph (a), the restrictive period shall not run in favor of
Employee from the time of the commencement of any violation until such time as
the violation shall be cured by Employee to the satisfaction of Company.
14. Prior Agreements. Employee represents to Company (a) that there are
no restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder; (b) there are no agreements, restrictions or
understandings whatsoever to which Employee is a party which place any
limitations as to the companies or individuals with whom he may do business; (c)
that his execution of this Agreement and his employment hereunder shall not
constitute a breach of any contract, agreement or understanding, oral or
written, to which he is a party and by which he is bound; and (d) that he is
free and able to execute this Agreement and to enter into employment by Company.
<PAGE>
15. Miscellaneous.
(a) Waiver. The waiver by Company of a breach of any provision
of this Agreement by Employee shall not operate or be construed as a waiver of
any subsequent breach by Employee. No waiver shall be valid unless in writing
and signed by Company's President.
(b) Controlling Law. This Agreement and all questions relating
to validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
and without the aid of any canon, custom or rule of law requiring construction
against the draftsman.
(c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
delivered (personally, by courier service such as Federal Express, or by other
messenger) or when deposited in the United States mails, registered or certified
mail, postage prepaid, return receipt requested, addressed in the case of
Company, to its President at its principal place of business, and in case of
Employee, to his home address,
(d) Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of Company and its successors and assigns
and shall be binding upon Employee, his heirs and legal representatives.
(e) Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.
(f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
<PAGE>
(g) Entire Agreement. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written.
The express terms hereof control and supersede any course of performance an/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing and signed by
the Company's President.
(h) Paragraph Headings. The paragraph headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.
(i) Survival. The covenants contained in Paragraphs 12 and 13
shall survive the expiration of this Agreement and the termination of Employee's
employment.
(j) Number of Days. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement in Langhorne, Pennsylvania on the date first above written.
ICT GROUP, INC.
By:_____________________________ ______________________
John J. Brennan John P. McCabe
________________________________ ______________________
Date Date
<PAGE>
Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of July 7, 1997, by and between ICT GROUP,
INC., a Pennsylvania corporation (hereinafter called "Company"), and Timothy
Kowalski, an individual (hereinafter called "Employee").
WITNESSETH
Company wishes to employ Employee and Employee wishes to enter into the
employ of Company on the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Employee agree as follows:
1. Employment. Company hereby employs Employee as Chief Information
Officer and Employee hereby accepts employment by Company for the period of time
and upon the terms, conditions and restrictions contained in this Agreement.
2. Duties and Responsibilities.
(a) Employee agrees to assume such duties and responsibilities
normally associated with the position indicated above, and as may be assigned to
Employee by the President of the Company from time to time. Employee shall
perform any other duties reasonably required by Company and, if requested by
Company, shall serve as an officer or director of Company without additional
compensation.
(b) Throughout the term of this Agreement, Employee shall
devote his entire working time, energy, skill and best efforts to the
performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interest of Company. During the term of this
Agreement, Employee may not, directly or indirectly, do any work for any other
company.
3. Term. This Agreement shall be for a term of one (1) year, commencing
on August 1, 1997 and ending on July 31, 1998 unless sooner terminated as
hereinafter provided. Unless either party elects to terminate this Agreement at
the end of the original or any renewal term by giving the other party written
notice of such election at least ninety (90) days before the expiration of the
then current term, this Agreement shall be deemed to have been renewed for an
additional term of one (1) year commencing on the day after the expiration of
the current term, unless sooner terminated as hereinafter provided.
<PAGE>
4. Compensation.
(a) For all of the service rendered by Employee to Company,
Employee shall receive a gross annual salary of $ 125,000.00, less taxes and
other deductions required by law, payable in reasonable periodic installments in
accordance with Company's regular payroll practices in effect from time to time.
Employee's base salary shall be reviewed by Company's Board of Directors
annually and may be adjusted by the Board of Directors in its sole discretion.
(b) In addition to Employee's base salary, Company may pay
Employee from time to time such bonuses or other additional compensation as
Company may determine in its soles discretion.
(c) Throughout the term of this Agreement, Employee shall be
eligible to participate in Company's insurance and other benefit plans and
programs subject to their terms, conditions and restrictions. Nothing herein
shall preclude Company from modifying or terminating any insurance or other
benefit plan or program.
(d) Employee shall accrue vacation pay at a rate of 1.5 days
per full-month of employment.
(e) Employee will not receive any remuneration or any other
benefit from any client or any other company or individual in connection with
any transaction in which Company is involved, directly or indirectly. Nor will
Employee assign or give any part of the compensation which he receives from
Company to any other employee, agent or representative of Company, to any client
or any of its employees, agents or representatives, or to any other person or
entity involved, directly or indirectly, with Company.
5. Expenses. Company will reimburse Employee for all reasonable
expenses incurred by Employee in connection with the performance of Employee's
duties hereunder upon receipt of vouchers therefor satisfactory to Company and
in accordance with Company's regular reimbursement procedures and practices in
effect from time to time.
<PAGE>
6. Post-Termination Payments.
(a) If Employee is terminated by Company pursuant to Paragraph
10 hereof, Company shall pay to Employee a monthly severance payment in an
amount equal to Employee's monthly salary at the time of termination for six (6)
months.
(b) Employee shall make reasonable efforts to obtain
replacement income (through employment and other sources) during the period in
which Employee receives post-termination payments from Company.
(c) Company's obligation to make post-termination payments
pursuant to Paragraph 6(a) shall be offset by any compensation earned by
Employee, as an employee, consultant, independent contractor or otherwise,
during the period in which Employee receives such post-termination payments.
(d) Company's obligations under Paragraph 6(a) shall cease in
the event Employee fails to make reasonable efforts to obtain replacement income
or in the event Employee breaches any of the restrictions or obligations set
forth in Paragraphs 12 and 13 of this Agreement.
7. Inability. If Employee is unable to perform the essential functions
of his job, with or without reasonable accommodations, for whatever reason, for
a period of thirteen (13) consecutive weeks or for a cumulative period of
nineteen (19) weeks during any twelve-month period, Company shall have the right
to terminate Employee's employment, in which event Company shall have no further
obligations or liabilities hereunder after the date of such termination. The
termination of Employee's employment with Company pursuant to this Paragraph
shall not release Employee from Employee's obligations and restrictions under
Paragraphs 12 and 13 of this Agreement.
8. Death. If Employee dies, Company shall have no further obligations
or liabilities to Employee's estate or legal representative or otherwise after
the date of his death.
9. Discharge for Cause. Company may discharge Employee at any time for
"Cause", which shall include, but not be limited to: willful misconduct, fraud,
misappropriation, malfeasance, misfeasance, nonfeasance, embezzlement, gross
negligence, self-dealing, dishonesty, misrepresentation, conviction of a crime
of moral turpitude, or material violation by Employee of any Company policy or
provision of this Agreement. In the event Company terminates Employee's
employment for Cause, Company shall have no further obligations or liabilities
to Employee after the date of such discharge. The termination of Employee's
employment with Company pursuant to this Paragraph shall not release Employee
from Employee's obligations and restrictions under Paragraphs 12 and 13 of this
Agreement.
<PAGE>
10. Discharge Not for Cause. Notwithstanding any other provision of
this Agreement, Company may discharge Employee at any time without cause by
providing Employee with 30 days written notice, which notice Company may waive,
in whole or in part, in its sole discretion, by paying Employee for such 30
days. Upon termination of Employee pursuant to this Paragraph, Company shall be
obligated to provide Employee with post-termination payments in accordance with
Paragraph 6, but shall have no further obligations or liabilities to Employee
after the date of his termination. The termination of Employee's employment with
Company pursuant to this paragraph shall not release Employee from Employee's
obligations and restrictions under Paragraphs 12 and 13 of this Agreement.
11. Termination by Employee. Employee may terminate his employment
under this Agreement at any time by providing Company with 30 days written
notice, which notice Company may waive, in whole or in part, in its sole
discretion, by paying Employee for such 30 days, Company shall have no further
obligations or liabilities to Employee after the date of his termination. The
termination of Employee's employment with Company pursuant to this Paragraph
shall not release Employee from Employee's obligations and restrictions under
Paragraphs 12 and 13 of this Agreement.
12. Company Property.
(a) All advertising, sales, manufacturers' and other materials
or articles or information, including without limitation data processing
reports, client sales analyses, invoices, price lists or information, samples or
any other materials or data of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole and confidential property of Company.
(b) Immediately upon termination of Employee's employment,
whether by Employee or Company, whether during the term of this Agreement, upon
its expiration or subsequent to its expiration, Employee shall deliver to
Company, all Company property (for example, keys and credit cards) and all
documents, books, records, lists and other documents relating to Company's
business, regardless of where or by whom said writings were kept or prepared,
retaining no copies.
(c) In the event Employee receives notice from Company that
his employment is or will be terminated or Employee provides Company with notice
of his intent to resign, within five (5) days of receiving or providing such
notice, and thereafter as may be requested by Company, Employee shall provide
Company with a list of all clients and potential clients with whom he is working
and/or negotiating and a summary of the status of each matter with which he is
involved, directly or indirectly.
<PAGE>
13. Restrictive Covenants, Trade Secrets, Etc.
(a) For a period of one (1) year after the termination of his
employment with Company, for any reason whatsoever, whether during the term of
this Agreement, upon its expiration or subsequent to its expiration, whether by
Employee or Company, Employee shall not for his own benefit or for the benefit
of any third party, directly or indirectly, in any capacity, participate in any
of the following activities: (i) hire or do any business with any employee of
Company or otherwise induce or attempt to influence any employee of Company to
terminate his or her employment with Company; (ii) divert, solicit, or do any
business with any current, former (within two (2) years of the date of
termination), or potential (engaged in discussion with Company as of the date of
termination) client of Company; or (iii) cause or attempt to cause any current,
former, or potential client to refrain from doing business with Company. In
light of the fact that the clients of Company will be engaged in operations
nationwide and Company will be contacting potential customers for its clients
throughout the entire United States, the restrictions set forth in this
Paragraph 13(a) shall apply throughout the entire United States.
(b) During the term of this Agreement and at all times
thereafter, Employee shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit of any
person, firm, association or company other than Company, any material referred
to in Paragraph 12 above or any information regarding the business methods,
business policies, procedures, techniques, research or development projects or
results, trade secrets, or other knowledge or processes of or developed by
Company or any names and addresses of clients or customers or any data on or
relating to past, present or prospective clients or customers or any other
confidential information relating to or dealing with the business operations or
activities of Company, made known to Employee or learned or acquired by Employee
while in the employ of Company.
(c) Any and all writing, inventions, improvements, processes,
procedures and/or techniques which Employee may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
during the term of this Agreement, whether during working hours or at any other
time and whether at the request or upon the suggestion of Company or otherwise,
which relate to or are useful in connection with any business now or hereafter
carried on or contemplated by Company, including developments or expansions of
its present fields of operations, shall be the sole and exclusive property of
Company. Employee shall make full disclosure to Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title thereto in Company.
Employee shall write and prepare all specifications and procedures regarding
such inventions, improvements, processes, procedures and techniques and other
aid and assist Company so that Company can prepare and present applications for
copyright or Letters Patent therefor and can secure such copyright or Letters
Patent wherever possible, as well as reissues, renewals, and extensions thereof,
and can obtain the record title to such copyright or patents so that Company
shall be the sole and absolute owner thereof in all countries in which it may
desire to have copyright or patent protection. Employee shall not be entitled to
any additional or special compensation or reimbursement regarding any and all
such writings, inventions, improvements, processes, procedures and techniques,
except that Company shall reimburse Employee for any expenses which Employee may
incur in vesting absolute title thereto in Company.
<PAGE>
(d) Employee acknowledges that the restrictions contained in
the foregoing subparagraphs (a), (b), and (c), in view of the nature of the
business in which Company is engaged, are reasonable and necessary in order to
protect the legitimate interests of Company, and that any violation thereof
would result in irreparable injuries to Company, and Employee therefore
acknowledges that, in the event of his violation of any of these restrictions,
Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which Company may be entitled.
(e) Employee agrees that if any or any portion of the
foregoing covenants or the application thereof, is construed to be invalid or
unenforceable, the remainder of such covenant or covenants shall not be affected
and the remaining covenant or covenants shall then be given full force and
effect without regard to the invalid or unenforceable portion(s). If the
covenant is held to be unenforceable because of the area covered, the duration
thereof or the scope thereof, Employee agrees that the court making such
determination shall have the power to reduce the area and/or the duration and/or
scope thereof, and the covenant shall then be enforceable in its reduced form.
(f) If Employee violates any of the restrictions contained in
the foregoing subparagraph (a), the restrictive period shall not run in favor of
Employee from the time of the commencement of any violation until such time as
the violation shall be cured by Employee to the satisfaction of Company.
14. Prior Agreements. Employee represents to Company (a) that there are
no restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder; (b) there are no agreements, restrictions or
understandings whatsoever to which Employee is a party which place any
limitations as to the companies or individuals with whom he may ado business;
(c) that his execution of this Agreement and his employment hereunder shall not
constitute a breach of any contract, agreement or understanding, oral or
written, to which he is a party and by which he is bound; and (d) that he is
free and able to execute this Agreement and to enter into employment by Company.
<PAGE>
15. Miscellaneous.
(a) Waiver. The waiver by Company of a breach of any provision
of this Agreement by Employee shall not operate or be construed as a waiver of
any subsequent breach by Employee. No waiver shall be valid unless in writing
and signed by Company's President.
(b) Controlling Law. This Agreement and all questions relating
to validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
and without the aid of any canon, custom or rule of law requiring construction
against the draftsman.
(c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
delivered (personally, by courier service such as Federal Express, or by other
messenger) or when deposited in the United States mails, registered or certified
mail, postage prepaid, return receipt requested, addressed in the case of
Company, to its President at its principal place of business, and in case of
Employee, to his home address,
(d) Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of Company and its successors and assigns
and shall be binding upon Employee, his heirs and legal representatives.
(e) Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.
(f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
<PAGE>
(g) Entire Agreement. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, expressed or implied, oral or written
except as contained in offer letter of employment to you dated July 9, 1997. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing and signed by
the Company's President.
(h) Paragraph Headings. The paragraph headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.
(i) Survival. The covenants contained in Paragraphs 12 and 13
shall survive the expiration of this Agreement and the termination of Employee's
employment.
(j) Number of Days. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement in Langhorne, Pennsylvania on the date first above written.
ICT GROUP, INC.
By:______________________________ ____________________________
John J. Brennan Timothy Kowalski
_________________________________ ____________________________
Date Date
<PAGE>
Exhibit 10.18
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of May 25, 1999, by and between ICT GROUP,
INC., a Pennsylvania corporation (hereinafter called "Company"), and Vincent
Dadamo, an individual (hereinafter called "Employee").
WITNESSETH
Company wishes to employ Employee and Employee wishes to enter into the
employ of Company on the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Employee agree as follows:
1. Employment. Company hereby employs Employee as Senior Vice President
and General Counsel and Employee hereby accepts employment by Company for the
period of time and upon the terms, conditions and restrictions contained in this
Agreement.
2. Duties and Responsibilities.
(a) Employee agrees to assume such duties and responsibilities
normally associated with the position indicated above, and as may be assigned to
Employee by the President of the Company from time to time. Employee shall
perform any other duties reasonably required by Company and, if requested by
Company, shall serve as an officer or director of Company without additional
compensation.
(b) Throughout the term of this Agreement, Employee shall
devote his entire working time, energy, skill and best efforts to the
performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interest of Company. During the term of this
Agreement, Employee may not, directly or indirectly, do any work for any other
company.
<PAGE>
Vincent Dadamo
Employment Agreement
Page 2
3. Term. This Agreement shall be for a term of one (1) year, commencing
on June 28, 1999 and ending on June 27, 2000 unless sooner terminated as
hereinafter provided. Unless either party elects to terminate this Agreement at
the end of the original or any renewal term by giving the other party written
notice of such election at least ninety (90) days before the expiration of the
then current term, this Agreement shall be deemed to have been renewed for an
additional term of one (1) year commencing on the day after the expiration of
the current term, unless sooner terminated as hereinafter provided.
4. Compensation.
(a) For all of the service rendered by Employee to Company,
Employee shall receive a gross annual salary of $140,000.00, less taxes and
other deductions required by law, payable in reasonable periodic installments in
accordance with Company's regular payroll practices in effect from time to time.
Employee's base salary shall be reviewed by Company's Board of Directors
annually and may be adjusted by the Board of Directors in its sole discretion.
(b) In addition to Employee's base salary, Company may pay
Employee from time to time such bonuses or other additional compensation as
Company may determine in its soles discretion.
(c) Throughout the term of this Agreement, Employee shall be
eligible to participate in Company's insurance and other benefit plans and
programs subject to their terms, conditions and restrictions. Nothing herein
shall preclude Company from modifying or terminating any insurance or other
benefit plan or program.
(d) Employee shall accrue vacation pay at a rate of 1.67 days
per full-month of employment.
(e) Employee will not receive any remuneration or any other
benefit from any client or any other company or individual in connection with
any transaction in which Company is involved, directly or indirectly. Nor will
Employee assign or give any part of the compensation which he receives from
Company to any other employee, agent or representative of Company, to any client
or any of its employees, agents or representatives, or to any other person or
entity involved, directly or indirectly, with Company.
<PAGE>
Vincent Dadamo
Employment Agreement
Page 3
5. Expenses. Company will reimburse Employee for all reasonable
expenses incurred by Employee in connection with the performance of Employee's
duties hereunder upon receipt of vouchers therefor satisfactory to Company and
in accordance with Company's regular reimbursement procedures and practices in
effect from time to time.
6. Post-Termination Payments.
(a) If Employee is terminated by Company pursuant to Paragraph
10 hereof, Company shall pay to Employee a monthly severance payment in an
amount equal to Employee's monthly salary at the time of termination for six (6)
months.
(b) Employee shall make reasonable efforts to obtain
replacement income (through employment and other sources) during the period in
which Employee receives post-termination payments from Company.
(c) Company's obligation to make post-termination payments
pursuant to Paragraph 6(a) shall be offset by any compensation earned by
Employee, as an employee, consultant, independent contractor or otherwise,
during the period in which Employee receives such post-termination payments.
(d) Company's obligations under Paragraph 6(a) shall cease in
the event Employee fails to make reasonable efforts to obtain replacement income
or in the event Employee breaches any of the restrictions or obligations set
forth in Paragraphs 12 and 13 of this Agreement.
7. Inability. If Employee is unable to perform the essential functions
of his job, with or without reasonable accommodations, for whatever reason, for
a period of thirteen (13) consecutive weeks or for a cumulative period of
nineteen (19) weeks during any twelve-month period, Company shall have the right
to terminate Employee's employment, in which event Company shall have no further
obligations or liabilities hereunder after the date of such termination. The
termination of Employee's employment with Company pursuant to this Paragraph
shall not release Employee from Employee's obligations and restrictions under
Paragraphs 12 and 13 of this Agreement.
8. Death. If Employee dies, Company shall have no further obligations
or liabilities to Employee's estate or legal representative or otherwise after
the date of his death.
<PAGE>
Vincent Dadamo
Employment Agreement
Page 4
9. Discharge for Cause. Company may discharge Employee at any time for
"Cause", which shall include, but not be limited to: willful misconduct, fraud,
misappropriation, malfeasance, misfeasance, nonfeasance, embezzlement, gross
negligence, self-dealing, dishonesty, misrepresentation, conviction of a crime
of moral turpitude, or material violation by Employee of any Company policy or
provision of this Agreement. In the event Company terminates Employee's
employment for Cause, Company shall have no further obligations or liabilities
to Employee after the date of such discharge. The termination of Employee's
employment with Company pursuant to this Paragraph shall not release Employee
from Employee's obligations and restrictions under Paragraphs 12 and 13 of this
Agreement.
10. Discharge Not for Cause. Notwithstanding any other provision of
this Agreement, Company may discharge Employee at any time without cause by
providing Employee with 30 days written notice, which notice Company may waive,
in whole or in part, in its sole discretion, by paying Employee for such 30
days. Upon termination of Employee pursuant to this Paragraph, Company shall be
obligated to provide Employee with post-termination payments in accordance with
Paragraph 6, but shall have no further obligations or liabilities to Employee
after the date of his termination. The termination of Employee's employment with
Company pursuant to this paragraph shall not release Employee from Employee's
obligations and restrictions under Paragraphs 12 and 13 of this Agreement.
11. Termination by Employee. Employee may terminate his employment
under this Agreement at any time by providing Company with 30 days written
notice, which notice Company may waive, in whole or in part, in its sole
discretion, by paying Employee for such 30 days, Company shall have no further
obligations or liabilities to Employee after the date of his termination. The
termination of Employee's employment with Company pursuant to this Paragraph
shall not release Employee from Employee's obligations and restrictions under
Paragraphs 12 and 13 of this Agreement.
<PAGE>
Vincent Dadamo
Employment Agreement
Page 5
12. Company Property.
(a) All advertising, sales, manufacturers' and other materials
or articles or information, including without limitation data processing
reports, client sales analyses, invoices, price lists or information, samples or
any other materials or data of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole and confidential property of Company.
(b) Immediately upon termination of Employee's employment,
whether by Employee or Company, whether during the term of this Agreement, upon
its expiration or subsequent to its expiration, Employee shall deliver to
Company, all Company property (for example, keys and credit cards) and all
documents, books, records, lists and other documents relating to Company's
business, regardless of where or by whom said writings were kept or prepared,
retaining no copies.
(c) In the event Employee receives notice from Company that
his employment is or will be terminated or Employee provides Company with notice
of his intent to resign, within five (5) days of receiving or providing such
notice, and thereafter as may be requested by Company, Employee shall provide
Company with a list of all clients and potential clients with whom he is working
and/or negotiating and a summary of the status of each matter with which he is
involved, directly or indirectly.
13. Restrictive Covenants, Trade Secrets, Etc.
(a) For a period of one (1) year after the termination of his
employment with Company, for any reason whatsoever, whether during the term of
this Agreement, upon its expiration or subsequent to its expiration, whether by
Employee or Company, Employee shall not for his own benefit or for the benefit
of any third party, directly or indirectly, in any capacity, participate in any
of the following activities: (i) hire or do any business with any employee of
Company or otherwise induce or attempt to influence any employee of Company to
terminate his or her employment with Company; (ii) divert, solicit, or do any
business with any current, former (within two (2) years of the date of
termination), or potential (engaged in discussion with Company as of the date of
termination) client of Company; or (iii) cause or attempt to cause any current,
former, or
<PAGE>
Vincent Dadamo
Employment Agreement
Page 6
potential client to refrain from doing business with Company. In light of the
fact that the clients of Company will be engaged in operations nationwide and
Company will be contacting potential customers for its clients throughout the
entire United States, the restrictions set forth in this Paragraph 13(a) shall
apply throughout the entire United States.
(b) During the term of this Agreement and at all times
thereafter, Employee shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit of any
person, firm, association or company other than Company, any material referred
to in Paragraph 12 above or any information regarding the business methods,
business policies, procedures, techniques, research or development projects or
results, trade secrets, or other knowledge or processes of or developed by
Company or any names and addresses of clients or customers or any data on or
relating to past, present or prospective clients or customers or any other
confidential information relating to or dealing with the business operations or
activities of Company, made known to Employee or learned or acquired by Employee
while in the employ of Company.
(c) Any and all writing, inventions, improvements, processes,
procedures and/or techniques which Employee may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
during the term of this Agreement, whether during working hours or at any other
time and whether at the request or upon the suggestion of Company or otherwise,
which relate to or are useful in connection with any business now or hereafter
carried on or contemplated by Company, including developments or expansions of
its present fields of operations, shall be the sole and exclusive property of
Company. Employee shall make full disclosure to Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title thereto in Company.
Employee shall write and prepare all specifications and procedures regarding
such inventions, improvements, processes, procedures and techniques and other
aid and assist Company so that Company can prepare and present applications for
copyright or Letters Patent therefor and can secure such copyright or Letters
Patent wherever possible, as well as reissues, renewals, and extensions thereof,
and can obtain the record title to such copyright or patents so that Company
shall be the sole and absolute owner thereof in all
<PAGE>
Vincent Dadamo
Employment Agreement
Page 7
countries in which it may desire to have copyright or patent protection.
Employee shall not be entitled to any additional or special compensation or
reimbursement regarding any and all such writings, inventions, improvements,
processes, procedures and techniques, except that Company shall reimburse
Employee for any expenses which Employee may incur in vesting absolute title
thereto in Company.
(d) Employee acknowledges that the restrictions contained in
the foregoing subparagraphs (a), (b), and (c), in view of the nature of the
business in which Company is engaged, are reasonable and necessary in order to
protect the legitimate interests of Company, and that any violation thereof
would result in irreparable injuries to Company, and Employee therefore
acknowledges that, in the event of his violation of any of these restrictions,
Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which Company may be entitled.
(e) Employee agrees that if any or any portion of the
foregoing covenants or the application thereof, is construed to be invalid or
unenforceable, the remainder of such covenant or covenants shall not be affected
and the remaining covenant or covenants shall then be given full force and
effect without regard to the invalid or unenforceable portion(s). If the
covenant is held to be unenforceable because of the area covered, the duration
thereof or the scope thereof, Employee agrees that the court making such
determination shall have the power to reduce the area and/or the duration and/or
scope thereof, and the covenant shall then be enforceable in its reduced form.
(f) If Employee violates any of the restrictions contained in
the foregoing subparagraph (a), the restrictive period shall not run in favor of
Employee from the time of the commencement of any violation until such time as
the violation shall be cured by Employee to the satisfaction of Company.
14. Prior Agreements. Employee represents to Company (a) that there are
no restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder; (b) there are no agreements, restrictions or
understandings whatsoever to which Employee is a party which place any
limitations as to the companies
<PAGE>
Vincent Dadamo
Employment Agreement
Page 8
or individuals with whom he may ado business; (c) that his execution of this
Agreement and his employment hereunder shall not constitute a breach of any
contract, agreement or understanding, oral or written, to which he is a party
and by which he is bound; and (d) that he is free and able to execute this
Agreement and to enter into employment by Company.
15. Miscellaneous.
(a) Waiver. The waiver by Company of a breach of any provision
of this Agreement by Employee shall not operate or be construed as a waiver of
any subsequent breach by Employee. No waiver shall be valid unless in writing
and signed by Company's President.
(b) Controlling Law. This Agreement and all questions relating
to validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
and without the aid of any canon, custom or rule of law requiring construction
against the draftsman.
(c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
delivered (personally, by courier service such as Federal Express, or by other
messenger) or when deposited in the United States mails, registered or certified
mail, postage prepaid, return receipt requested, addressed in the case of
Company, to its President at its principal place of business, and in case of
Employee, to his home address,
(d) Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of Company and its successors and assigns
and shall be binding upon Employee, his heirs and legal representatives.
(e) Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.
<PAGE>
Vincent Dadamo
Employment Agreement
Page 9
(f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
(g) Entire Agreement. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written.
The express terms hereof control and supersede any course of performance an/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing and signed by
the Company's President.
(h) Paragraph Headings. The paragraph headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.
(i) Survival. The covenants contained in Paragraphs 12 and 13
shall survive the expiration of this Agreement and the termination of Employee's
employment.
(j) Number of Days. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement in Langhorne, Pennsylvania on the date first above written.
ICT GROUP, INC.
By:_____________________________ ____________________________
John J. Brennan Vincent Dadamo
________________________________ ____________________________
Date Date
<PAGE>
Exhibit 10.19
800 TOWN CENTER DRIVE - LANGHORNE, PA 19047-1748
215-757-0200 - 800-799-6880 - Fax 215-702-2100
www.ictgroup.com
ICT [logo]
HUMAN RESOURCES
March 16, 2000
Fidelity Investments
200 Magellan Way
Covington, KY
RE: Letter Of Instruction
By my signature below, I authorize the following changes to the ICT Group, Inc.
Non-Qualified Executive Retirement Plan, # 44167:
The Implementation date for the plan is changed to April 1, 2000.
Sincerely,
/s/ Anne Beeson
- -----------------------
Anne Beeson
Vice President of Human Resources
<PAGE>
4/11/94
The CORPORATEplan for Retirement Select Plan
BASIC PLAN DOCUMENT
IMPORTANT NOTE
This document is not an IRS approved Prototype Plan. An Adopting Employer may
not rely solely on this Plan to ensure that the Plan is unfunded and maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees and exempt from parts 2 through 4
of Title I of the Employee Retirement Income Security Act of 1974 with respect
to the Employer's particular situation. Fidelity Management Trust Company, its
affiliates and employees may not provide you with legal advice in connection
with the execution of this document. This document should be reviewed by your
attorney and/or accountant prior to execution.
<PAGE>
4/11/94
CPR SELECT
BASIC PLAN DOCUMENT
ARTICLE 1
ADOPTION AGREEMENT
ARTICLE 2
DEFINITIONS
2.01 - Definitions
ARTICLE 3
PARTICIPATION
3.01 - Date of Participation
3.02 - Resumption of Participation Following Re-employment
3.03 - Cessation or Resumption of Participation
Following a Change in Status
ARTICLE 4
CONTRIBUTIONS
4.01 - Deferral Contributions
4.02 - Matching Contributions
4.03 - Time of Making Employer Contributions
ARTICLE 5
PARTICIPANTS' ACCOUNTS
5.01 - Individual Accounts
ARTICLE 6
INVESTMENT OF CONTRIBUTIONS
6.01 - Manner of Investment
6.02 - Investment Decisions
ARTICLE 7
RIGHT TO BENEFITS
7.01 - Normal or Early Retirement
7.02 - Death
7.03 - Other Termination of Employment
7.04 - Separate Account
7.05 - Forfeitures
7.06 - Adjustment for Investment Experience
7.07 - Hardship Withdrawals
ARTICLE 8
DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE
8.01 - Distribution of Benefits to Participants and Beneficiaries
8.02 - Determination of Method of Distribution
8.03 - Notice to Trustee
8.04 - Time of Distribution
ARTICLE 9
AMENDMENT AND TERMINATION
9.01 - Amendment by Employer
9.02 - Retroactive Amendments
9.03 - Termination
9.04 - Distribution Upon Termination of the Plan
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ARTICLE 10
MISCELLANEOUS
10.01 - Communication to Participants
10.02 - limitation of Rights
10.03 - Nonalienability of Benefits
10.04 - Facility of Payment
10.05 - Information between Employer and Trustee
10.06 - Notices
10.07 - Governing Law
ARTICLE 11
PLAN ADMINISTRATION
11.01 - Powers and responsibilities of the Administrator
11.02 - Nondiscriminatory Exercise of Authority
11.03 - Claims and Review Procedures
11.04 - Cost of Administration
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PREAMBLE
It is the intention of the Employer to establish herein an unfunded plan
maintained solely for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title
I of ERISA.
Article 1. Adoption Agreement.
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Article 2. Definitions.
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2.01. Definitions.
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(a) wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
(1) "Account" means an account established on the books of the
Employer for the purpose of recording amounts credited on behalf of a
Participant and any income, expenses, gains or losses included
thereon.
(2) "Administrator" means the Employer adopting this Plan, or other
person designated by the Employer in Section 1.01(b).
(3) "Adoption Agreement" means Article 1 under which the Employer
establishes and adopts or amends the Plan and designates-the optional
provisions selected by the Employer. The provisions of the Adoption
Agreement shall be an integral part of the Plan.
(4) "Beneficiary" means the person or persons entitled under Section
7.02 to receive benefits under the Plan upon the death of a
Participant.
(5) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(6) "Compensation" shall mean for purposes of Article 4
(Contributions) wages as defined in Section 3401(a) of the Code and
all other payments of compensation to an employee by the employer (in
the course of the employers trade or business) for which the employer
is required to finish the employee a written statement under Section
6041 (d) and 6051 (a) (3) of the Code, excluding any items elected by
the Employer in Section 1.04, reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving. expenses,
deferred compensation and welfare benefits, but including amounts that
are not includable in the gross income of the Participant under a
salary reduction agreement by reason of the application of Sections
125, 402 (a) (8), 402 (h), or 403 (b) of the Code. Compensation must
be determined without regard to any rules under Section 3401(a) of the
Code that limit the remuneration included in wages based on the nature
or location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
Compensation shall generally be based on the amount that would have
been actually paid to the Participant during the Plan Year but for an
election under Section 4.01.
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In the case of any Self-Employed Individual or an Owner-Employee
Compensation shall mean the Individual's Earned Income.
(7) "Earned Income" means the net earnings of a Self-Employed
Individual derived from the trade or business with respect to which
the Plan is established and for which the personal services of such
individual are a material income-providing factor, excluding any items
not included in gross income and the deductions allocated to such
items, except that for taxable years beginning after December 31, 1989
net earnings shall be determined with regard to the deduction allowed
under Section 164(f) of the Code, to the extent applicable to the
Employer. Net earnings shall be reduced by contributions of the
Employer to any qualified plan, to the extent a deduction is allowed
to the Employer for such contributions under Section 404 of the Code.
(8) "Employee" means any employee of the Employer, Self-Employed
Individual or Owner-Employee.
(9) "Employer" means the employer named in Section 1.02(a) and any
Related Employers designated in Section 1.02(b).
(10) "Employment Commencement. Date" means the date on which the
Employee first performs an Hour of Service.
(11) "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended.
(12) "Fidelity Fund" means any Registered Investment Company which is
made available to plans utilizing the CORPORATEplan for Retirement
Select Plan.
(13) "Fund Share" means the share, unit, or other evidence of
ownership in a Fidelity Fund.
(14) "Hour of Service" means, with respect to any Employee,
(A) Each hour for which the Employee is directly or indirectly
paid, or entitled to payment, for the performance of duties for
the Employer or a Related Employer, each such hour to be credited
to the Employee for the computation period in which the duties
were performed;
(B) Each hour for which the Employee is directly or indirectly
paid, or entitled to payment, by the Employer or Related Employer
(including payments made or due from a trust fund or insurer to
which the Employer contributes or pays premiums) on account of a
period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity, disability, layoff, jury
duty, military duty, or leave of absence, each such hour to be
credited to the Employee for the Eligibility Computation Period
in which such period of time occurs, subject to the following
rules:
(i) No more than 501 Hours of Service shall be credited
under this paragraph (B) on account of any single continuous
period during which the Employee performs no duties;
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(ii) Hours of Service shall not be credited under this
paragraph (B) for a payment which solely reimburses the
Employee for medically-related expenses, or which is made or
due under a plan maintained solely for the purpose of
complying with applicable workmen's compensation,
unemployment compensation or disability insurance laws; and
(iii) If the period during which the Employee performs no
duties falls within two or more computation periods and if
the payment made on account of such period is not calculated
on the basis of units of time, the Hours of Service credited
with respect to such period shall be allocated between not
more than the first two such computation periods on any
reasonable basis consistently applied with respect to
similarly situated Employees: and
(C) Each hour not counted under paragraph (A) or (B) for which
back pay, irrespective of mitigation of damages, has been either
awarded or agreed to be paid by the Employer or a Related
Employer, each such hour to be credited to the Employee for the
computation period to which the award or agreement pertains
rather than the computation period in which the award agreement
or payment is made.
For purposes of determining Hours of Service, Employees of the
Employer and of all Related Employers will be treated as employed
by a single employer. For purposes of paragraphs (B) and (C)
above; Hours of Service will be calculated in accordance with the
provisions of Section 2530.200b-2(b) of the Department of Labor
regulations which are incorporated herein by reference.
Solely for purposes of determining whether a break in service
for participation purposes has occurred in a computation period,
an individual who is absent from work for maternity or paternity
reasons shall receive credit for the hours of service which would
otherwise been credited to such individual but for such absence,
or in any case in which such hours cannot be determined, 8 hours
of service per day of such absence. For purposes of this
paragraph, an absence from work for maternity reasons means an
absence (1) by reason of the pregnancy of the individual, (2) by
reason of a birth of a child of the individual, (3) by reason of
the placement of a child with the individual in connection with
the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning
immediately following such birth or placement. The hours of
service credited under this paragraph shall be credited (1) in
the computation period in which the absence begins. if the
crediting is necessary to prevent a break in service in that
period, or (2) in all other cases, in the following computation
period.
(15) "Normal Retirement Age" means the normal retirement age specified
in Section 1.06 (a) of the Adoption Agreement.
(16) "Owner-Employee" means, if the Employer is a sole proprietorship,
the individual who is the sole proprietor, or if the Employer is a
partnership, a partner who owns more than 10 percent of either the
capital interest or the profits interest of the partnership.
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(17) "Participant" means any Employee who participates in the Plan in
accordance with Article 3 hereof.
(18) "Plan" means the plan established by the Employer as set forth
herein as a new plan or as an amendment to an existing plan, by
executing the Adoption Agreement, together with any and all amendments
hereto.
(19) "Plan Year" means the 12-consecutive month period designated by
the Employer in Section 1.01(d).
(20) "Registered Investment Company" means any one or more
corporations, partnerships or trusts registered under the Investment
Company Act of 1940 for which Fidelity Management and Research Company
serves as investment advisor.
(21) "Related Employer" means any employer other than the Employer
named in Section 1.02(a), if the Employer and such other employer are
members of a controlled group of corporations (as defined in Section
414(b) of the Code) or an affiliated service group (as defined in
Section 414(m)), or are trades or businesses (whether or not
incorporated) which are under common control (as defined in Section
414(c)), or such other employer is required to be aggregated with the
Employer pursuant to regulations issued under Section 414(o).
(22) "Self-Employed Individual" means an individual who has Earned
Income for the taxable year from the Employer or who would have had
Earned Income but for the fact that the trade or business had no net
profits for the taxable year.
(23) "Trust" means. the trust created by the Employer.
(24) "Trust Agreement" means the agreement between the Employer and
the Trustee, as set forth in a separate agreement, under which assets
are held, administered, and managed subject to the claims of the
Employer's creditors in the event of the Employer's insolvency, until
paid to Plan Participants and their Beneficiaries as specified in the
Plan.
(25) "Trust Fund" means the property held in the Trust by the Trustee.
(26) "Trustee" means the corporation or individuals appointed by the
Employer to administer the Trust in accordance with the Trust
Agreement.
(27) "Years of Service for Vesting" means, with respect to any
Employee, the number of whole years of his periods of service with the
Employer or a Related Employer (the elapsed time method to compute
vesting service), subject to any exclusions elected-by the Employer in
Section 1.07(b). An Employee will receive credit for the aggregate of
all time period(s) commencing with the Employee's Employment
Commencement Date and ending on the date a break in service begins,
unless any such years are excluded by Section 1.07(b). An Employee
will also receive credit for any period of severance of less than 12
consecutive months. Fractional periods of a year will be expressed in
terms of days.
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In the case of a Participant who has 5 consecutive 1-year breaks
in service, all years of service after such breaks in service will be
disregarded for the purpose of vesting the Employer-derived account
balance that accrued before such breaks, but both pre-break and
post-break service will count for the purposes of vesting the
Employer-derived account balance that accrues after such breaks. Both
accounts will share in the earnings and losses of the fund.
In the case of a Participant who does not have 5 consecutive
1-year breaks in service, both the pre-break and post-break service
will count in vesting both the pre-break and post-break
employer-derived account balance.
A break in service is a period of severance of at least 12
consecutive months. Period of severance is a continuous period of time
during which the Employee is not employed by the Employer. Such period
begins on the date the Employee retires, quits or is discharged, or if
earlier, the 12 month anniversary of the date on which the Employee
was otherwise first absent from service.
In the case of an individual who is absent from work for
maternity or paternity reasons, the 12 consecutive month period
beginning on the first anniversary of the first date of such absence
shall not constitute a break in service. For purposes of this
paragraph, an absence from work for maternity or paternity reasons
means an absence (1) by reason of the pregnancy of the individual, (2)
by reason of the birth of a child of the individual, (3) by reason of
the placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes of
caring for such child for a period beginning immediately following
such birth or placement.
If the Plan maintained by the Employer is the plan of a
predecessor employer, an Employee's Years of Service for Vesting shall
include years of service with such predecessor employer. In any case
in which the Plan maintained by the Employer is not the plan
maintained by a predecessor employer, service for such predecessor
shall be treated as service for the Employer to the extent provided in
Section 1.08.
(b) Pronouns used in the Plan are in the masculine gender but include the
feminine gender unless the context clearly indicates otherwise.
Article 3. Participation.
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3.01. Date of Participation. An eligible Employee (as set forth in Section
1.03(a)) will become a Participant in the Plan on the first Entry Date after
which he becomes an eligible Employee if he has filed an election pursuant to
Section 4.01. If the eligible Employee does not file an election pursuant to
Section 4.01 prior to his first Entry Date, then the eligible Employee will
become a Participant in the Plan as of the first day of a Plan Year for which he
has filed an election.
3.02. Resumption of Participation Following Re employment. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will again become a Participant as of an Entry Date following the date on which
he completes an Hour of Service for the Employer following his re employment, if
he is an eligible Employee as defined in Section 1.03(a), and has filed an
election pursuant to Section 4.01.
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3.03. Cessation or Resumption of Participation Following a Chancre in Status. If
any Participant continues in the employ of the Employer or Related Employer but
ceases to be an eligible Employee as defined in Section 1.03(a), the individual
shall continue to be a Participant until the entire amount of his benefit is
distributed; however, the individual shall not be entitled to make Deferral
Contributions or receive an allocation of Matching contributions during the
period that he is not an eligible Employee. Such Participant shall continue to
receive credit for service completed during the period for purposes of
determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes an eligible Employee, the individual shall
resume full participation in accordance with Section 3.01.
Article 4. Contributions.
-------------
4.01. Deferral Contributions. Each Participant may elect to execute a salary
reduction agreement with the Employer to reduce his Compensation by a specified
percentage not exceeding the percentage set forth in Section 1.05 (a) and equal
to a whole number multiple of one (1) percent. Such agreement shall become
effective on the first day of the period as set forth in the Participant's
election. The election will be effective to defer Compensation relating to all
services-performed in a Plan Year subsequent to the filing of such an election.
An election once made will remain in effect until a new election is made. A new
election will be effective as of the first day of the following Plan Year and
will apply only to Compensation payable with respect to services rendered after
such date. Amounts credited to a Participant's account prior to the effective
date of any new election will not be affected and will be paid in accordance
with that prior election. The Employer shall credit an amount to the account
maintained on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively. A Participant may not revoke a salary reduction agreement for a
Plan year during that year.
4.02. Matching Contributions. If so provided by the Employer in Section 1.05(b),
the Employer shall make a Matching Contribution to be credited to the account
maintained on behalf of each Participant who had Deferral Contributions made on
his behalf during the year and who meets the requirement, if any, of Section
1.05(b)(3). The amount of the Matching Contribution shall be determined in
accordance with Section 1.05(b).
4.03. Time of Making Employer Contributions. The Employer will from time to time
make a transfer of assets to the Trustee for each Plan Year. The Employer shall
provide the Trustee with information on the amount to be credited to the
separate account of each Participant maintained under the Trust.
Article 5. Participants' Accounts.
----------------------
5.01. Individual Accounts. The Administrator will establish and maintain an
Account for each Participant which will reflect Matching and Deferral
Contributions credited to the Account on behalf of the Participant and earnings,
expenses, gains and losses credited thereto, and deemed investments made with
amounts in the Participant's Account. The Administrator will establish and
maintain such other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its duties under the
Plan. Participants will be furnished statements of their Account values at least
once each Plan Year.
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Article 6. Investment of Contributions.
---------------------------
6.01. Manner of Investment. All amounts credited to the Accounts of
Participants shall be treated as though invested and reinvested only in
eligible investments selected by the Employer in Section 1.11(b).
6.02. Investment Decisions. Investments in which the Accounts of
Participants shall be treated as invested and reinvested shall be
directed by the Employer or by each Participant, or both, in accordance
with the Employer's election in Section 1.11(a).
(a) All dividends, interest, gains and distributions of any nature earned
in respect of Fund Shares in which the Account is treated as investing
shall be credited to the Account as though reinvested in additional shares
of that Fidelity Fund.
(b) Expenses attributable to the acquisition of investments shall be
charged to the Account of the Participant for which such investment is
made.
Article 7. Right to Benefits.
-----------------
7.01. Normal or Early Retirement. If provided by the Employer in Section 1.07
(d), each Participant who attains his Normal Retirement Age or Early Retirement
Age will have a nonforfeitable interest in his Account in accordance with the
vesting schedule elected in Section 1.07. If a Participant retires on or after
attainment of Normal or Early Retirement Age, such retirement is referred to as
a normal retirement on or after his normal retirement, the balance of the
Participant's Account, plus any amounts thereafter credited to his Account,
subject to the provisions of Section 7.06, will be distributed to him in
accordance with Article 8.
If provided by the Employer in Section 1.06, a Participant who separates
from service before satisfying the age requirements for early retirement; but
has satisfied the service requirement will be entitled to the distribution of
his Account, subject to the provisions of Section 7.06, in accordance with
Article 8, upon satisfaction of such age requirement.
7.02. Death. If a Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed, his Account shall
become vested in accordance with the vesting schedule elected in Section 1.07
and his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.06. Distribution
to the Beneficiary or Beneficiaries will be made in accordance with Article 8.
A Participant may designate a Beneficiary or Beneficiaries, or change any
prior designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.
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A copy of the death notice or other sufficient documentation must be filed
with and approved by the Administrator. If upon the death of the Participant
there is, in the opinion of the Administrator, no designated Beneficiary for
part or all of the Participant's Account, such amount will be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies
after benefits to such Beneficiary have commenced, but before they have been
completed, and, in the opinion of the Administrator, no person has been
designated to receive such remaining benefits, then such benefits shall be paid
to the deceased Beneficiary's estate.
7.03. Other Termination of Employment. If provided by the Employer in Section
1.06, if a Participant terminates his employment for any reason other than death
or normal retirement, he will be entitled to a termination benefit equal to (i)
the vested percentage(s) of the value of the Matching Contributions to his
Account, as adjusted for income, expense, gain, or loss, such percentages)
determined in accordance with the vesting schedule(s) selected by the Employer
in Section 1.07, and (ii) the value of the Deferral Contributions to his Account
as adjusted for income, expense, gain or loss. The amount payable under this
Section 7.03 will be subject to the provisions of Section 7.06 and will be
distributed in accordance with Article 8.
7.04. Separate Account. If a distribution from a Participant's Account has been
made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Matching Contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account which will be
maintained for the purpose of determining his interest therein according to the
following provisions.
At any relevant time prior to a forfeiture of any portion thereof under
Section 7.05, a Participant's nonforfeitable interest in his Account held in a
separate account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distributions and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.05 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.
7.05. Forfeitures. If a Participant terminates his employment, any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under Section 7.03 will be forfeited by him. For purposes of
this paragraph, if the value of a Participant's vested account balance is zero,
the Participant shall be deemed to have received a distribution of his vested
interest immediately following termination of employment. Such forfeitures will
be applied to reduce the contributions of the Employer under the Plan (or
administrative expenses of the Plan).
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7.06. Adjustment for Investment Experience. If any distribution under this
Article 7 is not made in a single payment, the amount remaining in the Account
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
treated as invested and any expenses properly charged under the Plan and Trust
to such amounts.
7.07. Hardship Withdrawals. Subject to the provisions of Article 8, a
Participant shall not be permitted to withdraw his Account (and earnings
thereon) prior to retirement or termination of employment, except if permitted
under Section 1.09, a Participant may apply to the Administrator to withdraw
some or all of his Account if such withdrawal is made on account of a hardship
as determined by the Employer.
Article 8. Distribution of Benefits Payable after Termination of Service.
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8.01. Distribution of Benefits to Participants and Beneficiaries.
(a) Distributions under the Plan to a Participant or to the
Beneficiary of the Participant shall be made in a lump sum in cash or, if
elected by the Employer in Section 1.10 and specified in the Participant's
deferral election, under a systematic withdrawal plan (installment(s))not
exceeding 10 years upon retirement, death or other termination of
employment.
(b) Distributions under a systematic withdrawal plan must be made in
substantially equal annual, or more frequent, installments, in cash, over a
period certain which does not extend 10 years. The period, certain
specified in a Participant's first deferral election specifying
distribution under a systematic withdrawal plan shall apply to all
subsequent elections of distributions under a systematic withdrawal plan
made by the Participant.
8.02. Determination o(pound) Method of Distribution. The Participant will
determine the method of distribution of benefits to himself and the method of
distribution to his Beneficiary. Such determination will be made at the time the
Participant makes a deferral election. If the Participant does not determine the
method of distribution to him or his Beneficiary, the method shall be a lump
sum.
8.03. Notice to Trustee. The Administrator will notify the Trustee in writing
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan. The Administrator's notice shall indicate the form, amount and
frequency of benefits that such Participant or Beneficiary shall receive.
8.04. Time of Distribution. In no event will distribution to a
Participant be made later than the date specified by the Participant in
his salary reduction agreement.
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Article 9. Amendment and Termination.
-------------------------
9.01 Amendment by Employer. The Employer reserves the authority to amend the
Plan by filing with the Trustee an amended Adoption Agreement, executed by the
Employer only, on which said Employer has indicated a change or changes in
provisions previously elected by it. Such changes are to be effective on the
effective date of such amended Adoption Agreement. Any such change
notwithstanding, no Participant's Account shall be reduced by such change below
the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of the
change. The Employer may from time to time make any amendment to the Plan that
may be necessary to satisfy the Code or ERISA. The Employer's board of directors
or other individual specified in the resolution adopting this Plan shall act on
behalf of the Employer for purposes of this Section 9.01.
9.02 Retroactive Amendments. An amendment made by the Employer in accordance
with Section 9.01 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if such amendment is necessary or appropriate
to enable the Plan and Trust to satisfy the applicable requirements of the Code
or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 9.01.
9.03. Termination. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely: However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the. Plan or terminate
the Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.
9.04. Distribution upon Termination of the Plan. Upon termination of the Plan,
no further Deferral Contributions or Matching Contributions shall be made under
the Plan, but Accounts of Participants maintained under the Plan at the time of
termination shall continue to be governed by the terms of the Plan until paid
out in accordance with the terms of the Plan.
Article 10. Miscellaneous.
-------------
10.01. Communication to Participants. The Plan will be communicated to
all Participants by the Employer promptly after the Plan is adopted.
10 02. Limitation of Rights. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby.
10.03. Nonalienability of Benefits. The benefits provided hereunder will not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind, either voluntarily or involuntarily, and any attempt to cause such
benefits to be so subjected will not be recognized, except to such extent as may
be required by law.
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10.04. Facility of Payment. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of. any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under State law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefits hereunder to such recipient.
10.05. Information between Employer and Trustee. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.
10.06. Notices. Any notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:
(a) If to the Employer or Administrator, to it at the address set forth in
the Adoption Agreement, to the attention of the person specified to receive
notice in the Adoption Agreement;
(b) If to the Trustee, to it at the address set forth in the Trust
Agreement;
or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with, the foregoing to the addressor's
then effective notice address.
10.07. Governing Law. The Plan and the accompanying Adoption Agreement
will be construed, administered and enforced-according to ERISA, and to
the extent not preempted thereby, the laws of the Commonwealth of
Massachusetts.
Article 11. Plan Administration.
-------------------
11.01. Powers and responsibilities of the Administrator. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the applicable requirements of ERISA. The
Administrator's powers and responsibilities include, but are not limited to, the
following:
(a) To make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of the Plan;
(b) To interpret the Plan, its interpretation thereof in good faith to be
final and conclusive on all persons claiming benefits under the Plan;
(c) To decide all questions concerning the Plan and the eligibility of any
person to participate in the Plan;
11
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4/11/94
(d) To administer the claims and review procedures specified in Section
11.03;
(e) To compute the amount of benefits which will be payable to any
Participant, former Participant or Beneficiary in accordance with the
provisions of the Plan;
(f) To determine the person or persons to whom such benefits will be paid;
(g) To authorize the payment of benefits;
(h) To comply with the reporting and disclosure requirements of Part 1 of
Subtitle B of Title I of ERISA;
(i) To appoint such agents, counsel, accountants, and consultants as may be
required to assist in administering the Plan;
(j) By written instrument, to allocate and delegate its responsibilities,
including the formation of an Administrative Committee to administer the
Plan;
11.02. Nondiscriminatory Exercise of Authority. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a. nondiscriminatory manner so
that all persons similarly situated will receive substantially the same
treatment.
11.03. Claims and Review Procedures.
(a) Claims Procedure. If any person believes he is being denied any rights
or benefits under the Plan, such person may file a claim in writing with
the Administrator. If any such claim is wholly or partially denied, the
Administrator will notify such person of its decision in writing. Such
notification will contain (i) specific reasons for the denial, (ii,)
specific reference to pertinent Plan provisions, (iii) a description of any
additional material or information necessary for such person to perfect
such claim and an explanation of why such material or information is
necessary, and (iv) information as to the steps to be taken if the person
wishes to submit a request for review. Such notification will be given
within 90 days after the claim is received by the Administrator (or within
180 days, if special circumstances require an extension of time for
processing the claim, and if written notice of such extension and
circumstances is-given to such person within the initial 90-day period). If
such notification is not given within such period, the claim will be
considered denied as of the last day of such period and such person may
request a review of his claim.
(b) Review Procedure. Within 60 days after the date on which a person
receives a written notice of a denied claim (or, if applicable, within 60
days after the date on which such denial is considered to have occurred),
such person (or his duly authorized representative) may (i) file a written
request with the Administrator for a review of his denied claim and of
pertinent documents and (ii) submit written issues and comments to the
Administrator. The Administrator will notify such person of its decision in
writing. Such notification will be written in a manner calculated to be
understood by such person and will contain specific reasons for the
decision as well as specific references to pertinent Plan provisions. The
decision on review will be made within 60 days after the request for review
is received by the Administrator (or within 120 days, if special
circumstances require an extension of time for processing the request, such
as an
12
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4/11/94
election by the Administrator to hold a hearing, and if written notice of
such extension and circumstances is given to such person within the initial
60-day period). If the decision on review is not made within such period,
the claim will be considered denied.
11.04. Costs of Administration. Unless some or all costs and expenses are paid
by the Employer, all reasonable costs and expenses (including legal, accounting,
and employee communication fees) incurred by the Administrator and the Trustee
in administering the Plan and Trust will be paid first from the forfeitures (if
any) resulting under Section 7.05, then from the remaining Trust Fund. All such
costs and expenses paid from the Trust Fund will, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants on a prorata basis or in such other reasonable manner as may be
directed by the Employer.
13
<PAGE>
CPR SELECT
THE CORPORATEplan FOR RETIREMENT
SELECT PLAN
Adoption Agreement
IMPORTANT NOTE
This document is not an IRS approved Prototype Plan. An Adopting Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees" and exempt from Parts 2 through 4
of Title I of the Employee Retirement Income Security Act of 1974 with respect:
to the Employer's particular situation: Fidelity Management Trust Company, its
affiliates and employees may not provide you with legal advice in connection
with the execution of this document. This document should be reviewed by your.
attorney and/or accountant prior to execution.
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<PAGE>
INSTRUCTIONS - ADOPTION AGREEMENT
All sections of this Adoption Agreement must be completed, except where stated
as optional. An Employer may only select the options listed. An Employer should
consult with its attorney and/or accountant for assistance in completing this
Agreement.
1.01. PLAN INFORMATION:
----------------
(a) Enter the legal name of the Plan.
(b) Complete only if the Plan Administrator is not the Employer. (Fidelity is
not the Plan Administrator). A Committee may be designated to act on behalf
of the Plan Administrator. However, in such case, the Employer or other
Plan Administrator would still be named in this section.
(c) This is the three digit number assigned to the plan as required by the
Internal Revenue Service. For a new plan, if the Employer does not
currently or has never maintained another employee benefit pension plan
then this Plan Number will be "001". If the Employer currently maintains or
has ever maintained another employee benefit pension plan then this Plan
will be "002". If the Employer currently maintains or has ever maintained
two other employee benefit pension plans then this Plan will be "003", etc.
An existing Employer plan that is a conversion from another plan document
must use the same three digit plan number currently in effect.
(d) Enter the month and day of the Plan Year end (i.e., December 31). The Plan
Year must be the last day of a month.
(e)(1) (Select (1) or (2).) If this is a new Plan then enter the Effective Date.
(e)(2) Enter the Effective Date of Amendment to the CPR Select Plan. This is the
date that all Plan assets will be wired to Fidelity and when the provisions
in this Adoption Agreement will become effective. This date MUST be the
first day of a month. The Effective Date must be the same date as the
Implementation Date. The Implementation Date is also identified in the
Fidelity Service Agreement.
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<PAGE>
ADOPTION AGREEMENT
ARTICLE 1
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the ICT Group Non-Qualified Executive Retirement Plan (the "Plan")
(b) Name of Plan Administrator, if not the Employer:
_________________________________________________
Address: _____________________________________
Phone Number: ________________________________
The Plan Administrator is the agent for service of legal process for the Plan.
(c) Three Digit Plan Number: 003
(d) Plan Yead End (month/day): 12/31
(e) Plan Status (check one):
(1) [ x ] Effective Date of new Plan: 2/1/2000
(2) [ ] Amendment Effective Date: _____________________.
The original effective date of the Plan: _________________.
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INSTRUCTIONS - PAGE 2
1.02. EMPLOYER:
(a) Enter the Employer's legal name, principal address, contact name and phone
number. If one or more Related Employers are dopting this Plan then the
Employer identified in this section should be the Employer sponsoring the
plan.
(a)(1)Enter the Employer's Federal tax identification number. This is not the
Federal tax identification number of the Plan.
(a)(2)Select the business form(s) of the Employer. Related Employers under
1.02.(b) adopting the CPR Select Plan that have mul pie business forms may
select more than one business form, if applicable. A sole proprietor,
partnership or Subchapter S corporation should consult with its attorney
and/or accountant before adopting the plan with respect to the issue of
whether the plan can benefit owners or whether it should cover only
common-law employees.
(a)(3)Enter the month and day of the Employer's, not the Plan's, fiscal tax year
end.
(b) (Optional) If Employer is part of an affiliated service group or
controlled group of employers (collectively defined as "Related
Employers") then it may include one or more Related Employers in
the definition of "Employer" under this Plan. (Unrelated
Employers CANNOT be included as part of the Employer's Plan.
Please consult your attorney and/or accountant for assistance on
the definition of legally Related Employers.) Each Related
Employer must take the appropriate legal action (i.e., Board of
Directors' Resolution for a corporation) to included as part of
the Employer's Plan.
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1.02 EMPLOYER
(a) The Employer is: ICT Group, Inc.
Address: 800 Town Center Drive
Langhorne, PA 19047
Contact's Name: Nancy Laumakis
Telephone Number: (215) 702-2152
(1) Employer's Tax Identification Number: 23-2458937
(2) Business form of Employer (check one):
(A) [ x ] Corporation
(B) [ ] Sole proprietor or partnership
(C) [ ] Subchapter S Corporation
(3) Employer's fiscal year end: 12/31
(b) The term "Employer" includes the following Related Employer(s)
(as defined in Section 2.01(a)(21)):
____________ NONE ___________
_____________________________
_____________________________
_____________________________
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2
<PAGE>
INSTRUCTIONS - PAGE 3
1.03. COVERAGE:
(a) To be exempt from Parts 2 through 4 of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and to
comply with Department of Labor rules, the Plan must be "unfunded and
maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees". The Department of Labor has not defined or issued formal
guidance on who constitutes a "management or highly compensated
employee". Additionally, to avoid current income taxation of amounts
deferred, certain IRS rules and regulations must be followed. You must
consult your attorney and/or accountant for assistance on (i)
compliance with the reporting and disclosure requirements of Part 1 of
Title I of ERISA, (ii) whether or not a particular employee or group
of employees would be included within the definition of "management or
highly compensated employees", and (iii) whether the Plan satisfies
all IRS rules and regulations applicable to this type of plan. List
the names of employees who will be eligible to participate in the Plan
on Attachment A.
(b) (Select one option.) The Entry Date is the date an eligible Employee
may actually begin participating in the Plan. Participation may occur
only on or after the date an Employee files an election with Employer.
Such election will relate only to services to be performed after the
election is filed and before the end of the Plan Year. An election
once made remains in effect until a participant files a new election
for a subsequent Plan Year.
1.04. COMPENSATION (Select one option):
Compensation is defined under the Plan as total Compensation paid
which would be reportable as earnings in the wages, tips and other
Compensation box on the annual IRS tax Form W-2 ("W-2 Compensation")
but for the election under Section 1.05, subject to any elections in
Section 1.04(a) through (d). For purposes of determining Contributions
under Section 1.05, W-2 Compensation is modified as follows:
to include:
o Internal Revenue Code Section 401(k) salary deferrals;
o Internal Revenue Code Section 125 salary deferrals (Employee
pre-tax contributions to a "cafeteria plan");
o Elective contributions under Internal Revenue Code Sections
402(h) (Simplified Employee Pension), 403(b) (Tax Sheltered
Annuities), other deferred compensation described in Section
457(b) (Plan of State and Local Governments and Tax-Exempt
Organizations), or 414(h)(2) (Plan of a State or Political
Subdivision of the Government), and
to exclude:
o Deferred compensation other than amounts deferred under this
Plan;
o Fringe benefits (cash and non-cash);
o Moving expenses;
o Reimbursements or other expense allowances;
o Welfare benefits.
However, Compensation for purposes of the Internal Revenue Code actual
deferral percentage test and the actual contribution percentage test
under an Internal Revenue Code Section 401(k) plan will be based upon
the aforementioned definition of Compensation reduced by amounts
elected under Section 1.05 and regardless of any items excluded from
the definition of Compensation in Section 1.04(a) through (d).
An Employer may exclude overtime pay, bonuses, commissions, and/or the
value of a qualified or non-qualified stock option granted from an
Employee's Compensation by checking the appropriate option(s) in (a)
through (d). If compensation will be deferred as W-2 compensation
without any of the exclusions in (a) through (d), then select option
(e).
1.05. EMPLOYER CONTRIBUTIONS:
Complete (a). (b) is optional.
(a) An Employer may allow a Participant to elect to contribute Deferral
Contributions in a whole percentage, from 1% to ____ %, of
Compensation into the Plan. The election will be effective to defer
Compensation relating to all
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<PAGE>
1.03 COVERAGE
(a) Only those Employees listed in Attachment A will be eligible to
participate in the Plan.
(b) The Entry Date(s) shall be (check one):
(1) [ x ] the first day of each Plan Year.
(2) [ ] the first day of each Plan Year and
the date six months later.
(3) [ ] the first day of each Plan Year and the first day of the
fourth, seventh, and tenth months.
(4) [ ] the first day of each month.
1.04 COMPENSATION
For purposes of determining Contributions under the Plan, Compensation
shall be as defined in Section 2.01(a)(6), but excluding (check the
appropriate box(es)):
(a) [ x ] Overtime Pay.
(b) [ ] Bonuses.
(c) [ ] Commissions.
(d) [ x ] The value of a qualified or a non-qualified stock option
granted to an Employee by the Employer to the extent
such value is includable in the Employee's taxable income.
(e) [ ] No exclusions.
1.05 CONTRIBUTIONS
(a) Deferral Contributions. The Employer shall make a Deferral
Contribution in accordance with Section 4.01 on behalf of each
Participant who has an executed salary reduction agreement in effect.
with the Employer for the Plan Year (or portion of the Plan Year) in
question, not to exceed ____ % of Compensation for that Plan Year.
4/11/94 3
<PAGE>
Instructions - Page 4
services performed in a Plan Year subsequent to the filing of such an
election. An election once made is irrevocable for a Plan Year and remains
in effect until a Participant makes a new election for a subsequent Plan
Year. A new election will be effective as of the first day of the
following Plan Year and will apply only to Compensation payable with
respect to services rendered after such date. Amounts credited to a
Participant's account prior to the effective date of any new election will
not be affected and will be paid in accordance with that prior election.
(b) (Optional). An Employer may elect to match all Employee Deferral
Contributions, subject to any percentage of Compensation and/or dollar
limit(s) under Section 1.05(b)(2), based upon 50% (Option (A)), 100%
(Option (B)), a specified percentage (Option (C)), or a tiered match
(Option (D)), a percentage declared by the Board (Option (E)) or an
"other" option to be completed (Option (F)).
An Employer may make Discretionary Matching Contributions, if any, each
Plan Year based upon a percentage of Participant Employee Deferral
Contributions (Option (E)). This option enables the Employer to vary the
Matching Contribution annually without having to amend the CPR Select Plan
Adoption Agreement. The amount of Matching Contributions, if any, will be
determined annually by the Employer and then communicated to,.the
Participants. The Employer may declare the Matching Contributions at any
time during the Plan Year. A corporate Employer must pass a Board of
Directors Resolution declaring the Matching Contribution for a particular
Plan Year. A Sole Proprietor or a Partnership must write a Letter of
Intent declaring the Matching Contribution for a particular Plan Year.
Employer Matching Contributions must be computed based upon the amount of
a Participant's Deferral Contributions, subject to any percentage of
Compensation and/or dollar limit(s) under Section 1.05(b)(2).
(b)(2)(A) (Optional). An Employer may select to limit the percentage of a
Participant's Deferral Contributions that are eligible for the Matching
Contributions specified in (b)(1) to a certain percentage of his/her
eligible Compensation.
Example: An Employer wants to match 50% of each dollar contributed to
the Plan as Deferral Contributions but only on the first six percent
of a Participant's eligible Compensation. A Participant's eligible
Compensation for one payroll is $1,000 and he contributes 10% of it
into the Plan as Deferral Contributions. The Matching Contribution
will be limited to $30 [($1,000 of Compensation) x (6% limit) = $60,
$60 x 50% = $30].
If an Employer directs Fidelity to establish a Basic Employee Deferral
Contribution and a Supplemental Employee Deferral Contribution source for
contributions made pursuant to Section 1.05(b) on the Fidelity Participant
Recordkeeping System and the Employer elects a percentage limit on
Matching Contributions then the match must be computed based upon each
period. A Basic Deferral Contribution represents the portion. of a
Participant's Deferral Contributions that will be matched by the Employer.
A Supplemental Deferral Contribution represents the portion of a
Participant's Deferral Contributions that will not be matched by the
Employer.
(b)(2)(B) (Optional). An Employer may select to limit the total Matching
Contributions to a fixed dollar amount.
Note: An Employer may select (2)(A), (2)(B) or both (2)(A) and (2)(B). If
the latter is selected then the Matching Contributions will be limited
to whichever limit occurs first, either the percentage of Compensation
in (A) or the fixed dollar amount in (B).
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<PAGE>
(b) [ ] Matching Contributions
(1) The Employer shall make a Matching Contribution on behalf of each
Participant in an amount equal to the following percentage of a
Participant's Deferral Contributions during the Plan Year (check
one):
(A) [ ] 50%
(B) [ ] 100%
(C) [ ] ______ %
(D) [ ] (Tiered Match) ______ % of the first _____ % of the
Participant's Compensation contributed to the Plan,
______% of the next ______ % of the Participant's
Compensation contributed to the Plan,
______ % of the next ______ % of the Participant's
Compensation contributed to the Plan.
(E) [ ] The percentage declared for the year, if any,
by a Board of Directors' resolution.
(F) [ ] Other: _________________________________________
________________________________________________
________________________________________________
(2) [ ] Matching Contribution Limits
(check the appropriate box(es)):
(A) [ ] Deferral Contributions in excess of ______ % of the
Participant's Compensation for the period in question
shall not be considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A) above
and requests the Trustee to account separately for
matched and unmatched Deferral Contributions, the
Matching Contributions allocated to each Participant
must be computed, and the percentage limit applied,
based upon each period.
(B) [ ] Matching Contributions for each Participant for each
Plan Year shall be limited to $_____________ .
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4
<PAGE>
Instructions - Page 5
(b)(3)(Select one or more options.) If a Matching Contribution is selected in
Section 1.05(b)(1) then the Employer must select one of the Options (A
through D) listed in this section. An Employer may specify that a
Participant must satisfy certain conditions during a Plan Year to be
eligible to receive Matching Contributions. The Employer may require a
Participant to be employed on the last day of the Plan Year (Option (A))
and/or either earn at least 500 hours of service during the Plan Year
(Option (B)) or earn at least 1,000 hours of service during the Plan Year
(Option (C)). Matching Contributions made pursuant to (A), (B), or (C) are
referred to as conditional contributions and must be funded after Plan
Year end Participants who die, become disabled or retire during the Plan
Year must meet the requirement(s) selected, if any, to receive Matching
Contributions on their Deferral Contributions.
Note: Conditional Matching Contributions elected in Option (A), (B),
or (C) that are funded during the Plan Year will be treated as
unconditional Matching Contributions. Additionally, if an
Employer has been making unconditional Matching Contributions and
elects Option (A), (B), or (C) during a Plan Year then such
option will not become effective until the first day of the next
Plan Year.
1.06. DISTRIBUTION DATES:
You may select the date or dates after which a Participant may elect to
receive a distribution of his accounts from the Plan in one of the forms
selected under Section 1.10. A Participant must elect the time and form of
payment when the Deferral Contribution election is made. If the
Participant does not elect a time and form of payment, then amounts will
be paid in a lump sum at the earliest date selected under Section 1.06.
You must select at least one of the following options.
(a) (Optional). An Employer may select age 65 (Option (1)), any other age
between 55 and 64 (Option (2)), or the later of a specified age between 55
and 65 and the fifth anniversary of the date the Participant commenced
employment (Option (3)). A Participant is not required to retire once
he/she attains normal retirement age. (Select one option).
(b) (Optional). Specify the early retirement age and required years
of service, if applicable.
(c) (Optional). A Participant may elect to receive his accounts upon
termination of employment with the Employer.
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(3) Eligibility Requirement(s) for Matching Contributions
A Participant who makes Deferral Contributions during the Plan Year
under Section 1.05(a) shall be entitled to Matching Contributions for
that Plan Year if the Participant satisfies the following
requirements) (Check the appropriate box(es). Options (B) and (C) may
not be elected together):
(A) [ ] Is employed by the Employer on the last day of the Plan Year.
(B) [ ] Earns at least 500 Hours of Service during the Plan Year.
(C) [ ] Earns at least 1,000 Hours of Service during the Plan Year.
(D) [ ] No requirements.
Note: If option (A), (B) or (C) above is selected then Matching
Contributions can only be made by the Employer after the Plan
Year ends. Any Matching Contribution made before Plan Year end
shall not be subject to the eligibility requirements of this
Section 1.05(b)(3)).
1.06 DISTRIBUTION DATES
A Participant may elect to receive a distribution or commence
distributions from his Account pursuant to Section 8.02 upon the
following date(s) (check the appropriate box(es). If Option (c) is
elected, then options (a) and (b) may not be elected):
(a) [ x ] Attainment of Normal Retirement Age. Normal Retirement Age
under the Plan is (check one):
(1) [ x ] age 65.
(2) [ ] age ______ (specify from 55 through 64).
(3) [ ] later of the age _______ (can not exceed 65)
or the fifth anniversary of the Participant's
Commencement Date.
(b) [ ] Attainment of Early Retirement Age. Early Retirement Age
is the first day of the month after the Participant
attains age _____ (specify 55 ______ Years of Service
for Vesting.
(c) [ x ] Termination of employment with the Employer.
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Instructions - Page 6
1.07. VESTING SCHEDULE:
(a) Vesting refers to the nonforfeitable interest of a Participant in
Matching Contributions and the earnings thereon. A Participant is
always 10096 vested in Employee Deferral Contributions and the
earnings thereon. Vesting under the CPR Select Plan is based upon
the elapsed-time method that is defined under "Years of Service
for Vesting" in Section 2.01(a)(27) of the Plan Document.
Participant Years of Service for vesting Matching Contributions
includes all years of service subject to any such exclusion in
Section 1.07(b). Amounts which are not fully vested when a
Participant terminates employment will not be distributed to the
Participant.
(Select one.) An Employer electing Matching Contributions in Section
1.05(b) must select only one of the Vesting Schedules listed in Options
(1) through (8). An Employer may create its own vesting schedule by
inserting the elected vesting percentage in the blanks in (7) or electing
(8) and attaching a separate page setting forth the vesting schedule.
(b) (Optional). Years of Service for Participant vesting includes all Years of
Service for an Employee except an Employer may elect to exclude service
prior to the Effective Date of a new plan (Option (1)) or prior to the
original Effective Date of a pre-existing plan (Option (2)).
(c) (Optional). Insert the events that will cause a complete forfeiture of a
Participant's Matching Contributions (such as theft, violation of a
non-compete agreement, etc. . . . ).
Amounts deferred under the CPR Select Plan are generally subject to FICA
taxes (including the OASDI portion on the amount not in excess of the
Social Security wage base, and the hospital Insurance portion on the
entire amount) at the time the services are performed. However, if the
Matching Contributions are subject to a vesting schedule or are subject to
forfeiture, the amount of the Matching Contributions will be subject to
FICA as of the later of when the services are performed or when there is
no substantial risk of forfeiture of the rights to such amount.
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1.07 VESTING SCHEDULE
(a) The Participant's vested percentage in Matching Contributions elected
in Section 1.05(b) shall be based upon the schedule(s) selected below.
(1) [ x ] N/A - No Matching Contributions
(2) [ ] 100% Vesting immediately
(3) [ ] 3 year cliff (see C below)
(4) [ ] 5 year cliff (see D below)
(5) [ ] 6 year graduated (see E below)
(6) [ ] 7 year graduated (see F below)
(7) [ ] G below
(8) [ ] Other (Attachment "B")
Years of Vesting Schedule
Service for
Vesting C D E F G
----------------------------------------------------
0 0% 0% 0% 0% _
1 0% 0% 0% 0% _
2 0% 0% 20% 0% _
3 100% 0% 40% 20% _
4 100% 0% 60% 40% _
5 100% 100% 80% 60% _
6 100% 100% 100% 80% _
7 100% 100% 100% 100% 100%
(b) [ ] Years of Service for Vesting shall exclude (check one):
(1) [ ] for new plans, service prior to the Effective Date
as defined in Section 1.01(e)(1).
(2) [ ] for existing plans converting from another plan document,
service prior to the original Effective Date as defined in
Section 1.01(e)(2).
(c) [ ] A Participant will forfeit his Matching Contributions upon the
occurrence of the following event(s):
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
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<PAGE>
Instructions - Page 7
(d) (Optional). Inset the events, if any, which result in 10096 Vesting
other than completion of the required years of service under the
Vesting Schedule selected in Section 1.07(a).
1.08. PREDECESSOR EMPLOYER SERVICE:
(Optional). An Employer may elect to include an Employee's Years of
Service with any predecessor employer(s) listed in (a) through (d) for
vesting purposes.
1.09. HARDSHIP WITHDRAWALS (Select one option):
(a) (Optional) An Employer may elect to make hardship withdrawals
available with a set minimum.
A Participant may request a hardship withdrawal from his/her Account
subject to the discretion of the Employer. You should consult your
attorney and/or accountant for assistance on permissible hardship
withdrawals.
(b) An Employer may elect not to make hardship withdrawals available by
selecting this option.
1.10. DISTRIBUTIONS:
Distributions from the Plan will be paid to a Participant either in
lump sum (Option (a)) or in systematic installment withdrawals not to
exceed 10 years (Option (b)). Distributions will be made on or after
termination of employment with the Employer, as permitted under
Section 1.06 and as elected by the Participant at the time the
Deferral Contribution election was made. If the Participant does not
elect a time and form of payment, his amounts will be paid in a lump
sum at the earliest date selected under Section 1.06. An Employer who
converted from another plan document that allowed a Participant the
right to receive his/her distribution from the Plan in a lump sum
and/or installment option(s) must select the same option in this
section. (Select one or both options)
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<PAGE>
(d) A Participant will be 100% vested in his Matching Contributions upon
(check the appropriate box(es), if any):
(1) [ ] Normal Retirement Age (as defined in Section 1.06(a)).
(2) [ ] Early Retirement Age (as defined in Section 1.06(b)).
(3) [ ] Death
1.08 PREDECESSOR EMPLOYER SERVICE
[ ] Service for purposes of vesting in Section 1.07(a) shall
include service with the following employer(s):
(a) ____________________________________________
(b) ____________________________________________
(c) ____________________________________________
(d) ____________________________________________
1.09 HARDSHIP WITHDRAWALS
Participant withdrawals for hardship prior to termination of
employment (check one):
(a) [ x ] will be allowed in accordance with Section 7.07,
subject to a $10,000 minimum amount. (Must be at least
$1,000).
(b) [ ] will not be allowed
1.10 DISTRIBUTIONS
Subject to Articles 7 and 8, distributions under the Plan will be paid
(check the appropriate box(es)):
(a) [ x ] as a lump sum.
(b) [ x ] under a systematic withdrawal plan (installments) not to
exceed 10 years.
4/11/94
<PAGE>
Instructions - Page 8
1.11. INVESTMENT DECISIONS.
This section permits the Employer to designate who directs the
selection of investments (Employer, Participants or both) and the
Fidelity Mutual Funds in which Participant Accounts shall be treated
as invested and reinvested. (Select one option from (a) and complete
Option (b).)
(a)(1) An Employer may direct all Participant account balances
between/among the available Fidelity Funds offered under the Plan by
electing Option (1). The Employer is responsible for sending Fidelity
written direction for any exchanges between/among available Funds
based upon procedures established by Fidelity.
(a)(2) An Employer may allow each Participant to direct his/her entire
account balance between/among the available Fidelity Funds offered
under the Plan by selecting Option (2). (A Participant's spouse or a
third party may not direct Participant account balances.) Each
Participant should receive a prospectus in accordance with Securities
and Exchange Commission requirements before investing money in any
Fidelity Mutual Fund to Service Agreement.
(a)(3) An Employer may direct Employer Matching Contributions and allow a
Participant to direct his/her remaining account balances between/among
the available Fidelity Funds by selecting Option (3). The Employer and
Participant must select from the available Funds listed in Option (b).
The Employer must provide Fidelity with written instructions for the
investment of Participant accounts that it will direct between/among
Fidelity Funds.
(b) The Employer may only select Fidelity Funds offered under the CPR
Select Plan. An additional recordkeeping fee will be charged for each
Fidelity Fund selected in excess of five (5).
This document includes two (2) identical signature pages. An
authorized officer (if the Employer is incorporated) or an authorized
individual(s) (if the Employer is unincorporated) must sign pages 10
and 11 and return page 10 to Fidelity. Only one authorized signature
is required to execute this Adoption Agreement, unless the Employer's
corporate policy mandates two authorized signatures. The Employer
should take the appropriate Board of Director's action to adopt the
CPR Select Plan.
THIS AGREEMENT SHOULD BE REVIEWED BY YOUR ATTORNEY AND/OR ACCOUNTANT
BEFORE IT IS EXECUTED.
4/11/94
<PAGE>
1.11 INVESTMENT DECISIONS
(a) Investment Directions
Investments in which the Accounts of Participants shall be
treated as invested and reinvested shall be directed (check one):
(1) [ x ] by the Employer among the options listed in (b) below.
(2) [ ] by each Participant among the options listed in (b)
below.
(3) [ ] by each Participant with respect to Deferral
Contributions and by the Employer with respect to
Employer Matching Contributions. The Employer must
direct the Employer Matching Contributions among
the same investment options made available for
Participant directed sources listed in (b) below.
(b) Plan Investment Options
Participant Accounts will be treated as invested among the
Fidelity Funds listed below pursuant to Participant and/or
Employer directions.
Fund Name Fund Number
--------- -----------
(1) Retirement Money Mkt. Port. 630
---------------------------
(2) Investment Grade Bond Fund 026
--------------------------
(3) Puritan Fund 004
------------
(4) Equity Income Fund 023
------------------
(5) Fidelity Fund 003
-------------
(6) Fidelity Magellan Fund 021
----------------------
(7) Agressive Growth Fund 324
---------------------
(8) Diversified Intl Fund 325
---------------------
(9) Freedom Retirement Income 369 thru 373
-------------------------
(10) Fidelity Contra Fund 022
--------------------
Note: An additional annual recordkeeping fee will be charged for
each fund in excess of TEN funds.
4/11/94 8
<PAGE>
Note: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds.
Information will be provided regarding expenses, if any, for
changes in investment options.
1.12 RELIANCE ON PLAN
An adopting Employer may not rely solely on this Plan to ensure
that the Plan is "unfunded and maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees" and exempt from Parts
2 through 4 of Title I of the Employee Retirement Income Security
Act of 1974 with respect to the Employer's particular situation.
This Agreement must be reviewed by your attorney and/or
accountant before it is executed.
This Adoption Agreement may be used only in conjunction with the
CORPORATEplan for Retirement Select Basic Plan Document.
4/11/94 9
<PAGE>
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 20 day of December , 1999.
Employer ICT Group, Inc.
By /s/ Anne Beeson
Title Vice President, Human Resources
Employer
By
Title
4/11/94 10
<PAGE>
EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 20 day of December , 1999.
Employer ICT Group, Inc.
By /s/ Anne Beeson
Title Vice President, Human Resources
Employer
By
Title
4/11/94 11
<PAGE>
Attachment A
Pursuant to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:
Class 1 Maximum Deferral 20% to a maximum deferral
- ------------------------------------------- amount of $80,000
John J. Brennan ###-##-#### Chief Executive Officer
Class 2 Maximum Deferral 20% to a maximum deferral
- ------------------------------------------- amount of $80,000
To be hired Chief Operating Officer
Class 3 Maximum Deferral 20% to a maximum deferral
- ------------------------------------------- amount of $40,000
Dean Kilpatrick ###-##-#### President, Marketing Services
John D. Campbell ###-##-#### President, Sales
John L. Magee 153-44-5267 President, Teleservices
John McCabe ###-##-#### President, International Services
Maurice J. Kerins ###-##-#### President, Management Services
Timothy Kowalski ###-##-#### Sr. Vice President,
Systems & Technology; CIO
Vincent M. Dadamo ###-##-#### Sr. Vice President, Legal Counsel
Vincent Paccapaniccia ###-##-#### Sr. Vice President,
Finance & Admin; CFO
Class 4 Maximum Deferral 10% to a maximum deferral
- ------------------------------------------- amount of $15,000
All employees with title of Vice President or above not listed in Class 1, 2, or
3 above.
Employer /s/ Anne Beeson
By ICT Group, Inc.
Title V.P. Human Resources
Date 2/11/2000
Note: The Employer must revise Attachment A to add employees as they become
eligible or delete employees who are no longer eligible.
<PAGE>
Attachment A
Pursuant to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:
Employer
By
Title
Date
Note: The Employer must revise Attachment A to add employees as they become
eligible or delete employees who are no longer eligible.
4/11/94
12
<PAGE>
Attachment A
Pursuant to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:
Class 1 Maximum Deferral 40%
- -------------------------------------------
John J. Brennan ###-##-#### Chief Executive Officer
Class 2 Maximum Deferral 20%
- -------------------------------------------
Dean Kilpatrick ###-##-#### President, Marketing Services
John D. Campbell ###-##-#### President, Sales
John L. Magee 153-44-5267 President, Teleservices
John McCabe ###-##-#### President, International Services
Maurice J. Kerins ###-##-#### President, Management Services
Timothy Kowalski ###-##-#### Sr. Vice President,
Systems & Technology; CIO
Vincent M. Dadamo ###-##-#### Sr. Vice President, Legal Counsel
Vincent Paccapaniccia ###-##-#### Sr. Vice President,
Finance & Admin; CFO
Class 3 Maximum Deferral 10%
- -------------------------------------------
All employees with title of Vice President or above not listed in Class 1 or 2
above
Employer ICT Group, Inc.
By /s/ Anne Beeson
Title Vice President, Human Resources
Date December 20, 1999
Note: The Employer must revise Attachment A to add employees as they become
eligible or delete employees who are no longer eligible.
4/11/94 12
<PAGE>
AMENDMENT NO. 1
TO
THE CORPORATE PLAN FOR RETIREMENT
SELECT PLAN
WHEREAS, the ICT Group, Inc. (the "Employer") intends to establish the
Corporate Plan for Retirement Select Plan (the "Plan") which consists of an
Adoption Agreement and a Basic Plan Document; and
WHEREAS, the Employer desires to make certain changes to the Plan to
more fully evidence the intent of the parties; and
WHEREAS, Article 9.01 of the Plan authorizes the Employer to amend the
Plan.
NOW, THEREFORE, the Plan is hereby amended effective as of the
effective date of the Plan:
AMENDMENTS TO THE ADOPTION AGREEMENT
1. Section 1.03(b):
---------------
Section 1.03(b) and any corresponding references throughout the Plan
are hereby deleted.
2. Section 1.04
------------
Section 1.04 and any corresponding references throughout the Plan are
hereby deleted.
3. Section 1.05(a):
---------------
Section 1.05(a) is hereby amended in its entirety to read as follows:
"(a) Deferral Contributions. The Employer shall make a Deferral
Contribution in accordance with Section 4.01 on behalf of each
Participant who has an executed salary reduction agreement in
effect with the Employer for the Plan Year (or portion of the
Plan Year) in question, not to exceed for a Participant the
applicable percentage of Compensation set forth in the table
below for that Plan Year.
<PAGE>
Participant Category Maximum Percentage for Plan Year
-------------------- --------------------------------
Class 1 20% of compensation to a maximum deferral
of $80,000
Class 2 20% of compensation to a maximum deferral
of $80,000
Class 3 20% of compensation to a maximum deferral
of $40,000
Class 4 10% of compensation to a maximum deferral
of $15,000
4. Section 105(b)(3):
-----------------
The first sentence of Section 105(b)(3) is hereby amended to read as
follows:
"A Participant who makes Deferral Contributions during the Plan Year
under Section 1.05(a) shall be eligible for Matching Contributions for
that Plan Year if the Participant satisfies the following
requirements(s) (Check the appropriate box(es)."
5. Section 1.06:
------------
Section 1.06 is hereby amended in its entirety to read as follows:
"Distributions shall commence from a Participant's Account in
accordance with Articles 7 and 8 of the Plan following the earliest of
the following dates:
(a) Participant's termination from employment with the Employer
(b) Participant's attainment of Normal Retirement Age
(c) A Change in Control
(d) Termination of the Plan
(e) Participant's entitlement to receive long-term disability
benefits, as determined pursuant to the terms of the applicable
long-term disability insurance plan maintained by the Employer
(f) Participant's death"
6. Section 1.09:
-------------
Section 1.09 and any corresponding references throughout the Plan are
hereby deleted.
<PAGE>
AMENDMENTS TO THE BASIC PLAN DOCUMENT
7. Article 2.01(a):
---------------
Article 2.01(a)(5) and 2.01(a)(6) of the Basic Plan Document are
hereby redesignated as 2.01(a)(6) and 2.01(a)(7).
8. Article 2.01(a)(5) Change of Control:
-------------------------------------
Article 2.01(a) is hereby amended by adding the following subsection
2.01(a)(5) to read as follows:
"'Change in Control' shall mean the occurrence of any of the following
events, each of which shall be determined independently of the others:
(i) any Person (as defined below) becomes a "beneficial owner," as
such term is used in Rule 13d-3 promulgated under the Exchange Act, of
50% or more (as determined by the Administrator) of the Employer's
stock entitled to vote in the election of directors. For purposes of
this Plan, the term "Person" is used as such term is used in Sections
13(d) and 14(d) of the Exchange Act; provided, however that, unless
the Administrator determines to the contrary, the term shall not
include (A) the Employer, any trustee or other fiduciary holding
securities under an employee benefit plan of the Employer, or any
corporation owned, directly or indirectly, by the shareholders of the
Employer in substantially the same proportions as their ownership of
stock of the Employer; or (B) John J. Brennan and Donald P. Brennan,
their issue and/or their heirs, executors, administrators and
successors (but excluding a successor as a result of a sale for
value); or (C) the Continuing Directors (as defined below),
individually or to the extent that they act or agree to act in
concert;
(ii) individuals who are Continuing Directors cease to constitute a
majority of the members of the Board of Directors of the Employer (the
"Board") ("Continuing Directors" for this purpose being the members of
the Board on the date of adoption of this Plan, provided that any
person becoming a member of the Board subsequent to such date whose
election or nomination for election was supported by two-thirds of the
directors who then comprised the Continuing Directors shall be
considered to be an Continuing Director);
(iii) shareholders of the Employer adopt a plan of complete or
<PAGE>
substantial liquidation or an agreement providing for the distribution
of all or substantially all of its assets;
(iv) Employer is party to a merger, consolidation, other form of
business combination or a sale of all or substantially all of its
assets, unless the business of the Employer is continued following any
such transaction by a resulting entity (which may be, but need not be,
the Employer) and the shareholders of the Employer immediately prior
to such transaction (the "Prior Shareholders") hold, directly or
indirectly, at least fifty-one percent (51 %) of the voting power of
the resulting entity (there being excluded from the voting power held
by the Prior Shareholders, but not from the total voting power of the
resulting entity, any voting power received by Affiliates of a party
to the transaction (other than the Employer) in their capacities as
shareholders of the Employer); provided, however, that a merger or
consolidation effected to implement a recapitalization of the Employer
(or similar transaction) in which no person acquires more than ten
percent of the combined voting power of the Employer's then
outstanding securities shall not constitute a Change in Control; or
(v) there is a Change of Control of the Employer of a nature that
would be required to be reported in response to item 1(a) of Current
Report on Form 8-K or item 6(e) of Schedule 14A of Regulation 14A or
any similar item, schedule or form under the Exchange Act, as in
effect at the time of the change, whether or not the Employer is then
subject to such reporting requirement.
9. Article 2.01(a)(7) Compensation:
-------------------------------
Article 2.01(a)(6) is hereby amended in its entirety to read as
follows:
"'Compensation' shall mean for purposes of Article 4 (Contributions)
wages as defined in Section 3401(a) of the Code and all other payments
of compensation to a Participant by the Employer (in the course on the
Employer's trade or business) for which the Employer is required to
furnish the Participant, a written statement under Sections 6041(d)
and 6051(a)(3) of the Code, excluding overtime pay, the value of
qualified or non-qualified stock options granted to a Participant by
the Employer, reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, deferred compensation,
and welfare benefits (to include any payments in the nature of
severance pay).
For purposes of Article 4 (Contributions), Compensation shall also
include amounts that are not includable in the gross income of the
Participant under a salary reduction agreement by reason of the
application of Sections 125, 402(a)(8), 402(h), or 403(b) of the Code,
provided however,
<PAGE>
that to the extent an amount has been deferred pursuant to such a
salary reduction agreement, such amount may not be deferred into this
Plan.
Compensation shall be determined without regard to any rules under
Section 3401(a) of the Code that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in
Section 3401(a)(2) of the Code.)"
10. Article 2.01(a)(7) Earned Income:
--------------------------------
Article 2.01(a)(7) and any corresponding references throughout the
Plan are hereby deleted.
11. Article 2.01(a)(8) through 2.01(a)(12) of the Basic Plan Document are
redesignated as Article 2.01(a)(9) through 2.01(a)(13).
12. Article 2.01(a)(8):
------------------
Article 2.01(a) is hereby amended by adding the following subsection
2.01(a)(8) to read as follows:
"'Eligible Employee' means an Employee set forth on Attachment A who
has completed sixty (60) days of service with the Employer.
Where presently used in the Plan, the current terms 'eligible
Employee' and 'eligible Employee as defined in Section 1.03(a)' shall
hereafter be deemed 'Eligible Employee'"
13. Article 2.0l(a)(9) Employee:
---------------------------
Article 2.01(a)(9) is hereby amended in its entirety to read as
follows:
"'Employee' means an employee of an Employer who is a member of a
'select group of management or highly compensated employees' who are
not subject to the funding rules of Title I of ERISA."
14. Article 2.01(a)(13) through 2.01(a)(15) of the Basic Plan Document are
redesignated as Article 2.01(a)(15) through 2.01(a)(17).
15. Article 2.01(a)(14) Financial Hardship:
--------------------------------------
"'Financial Hardship' means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident
of the Participant or of his dependent; or the loss of Participant's
property due to casualty; or other similar extraordinary and
unforeseeable circumstances
<PAGE>
arising as a result of events beyond the control of the Participant.
The circumstances that will constitute an unforeseeable emergency will
depend upon the facts of each case, as determined by the
Administrator. To the extent such hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise; or by
liquidation of the Participant's assets, provided that the liquidation
would not itself cause severe financial hardship, a withdrawal for
Financial Hardship shall not be granted under the Plan."
16. Article 2.010(15) Normal Retirement Date:
----------------------------------------
Article 2.01(a)(15) is hereby amended in its entirety to read as
follows:
"'Normal Retirement Age' means age 65.
17. Article 2.01(a)(16) Owner-Employee:
----------------------------------
Article 2.01(a)(16) and any corresponding references throughout the
Plan are hereby deleted.
18. Article 2.01(a)(17) through 2.01(a)(21) of the Basic Plan Document are
redesignated as Article 2.01(a)(18) through 2.01(a)(22).
19. Article 2.01(a)(22) Self-Employed Individuals:
---------------------------------------------
Article 2.01(a)(22) and any corresponding references throughout the
Plan are hereby deleted.
20. Article 2.01(a)(23) Trust:
-------------------------
Article 2.01(a)(23) is hereby amended in its entirety to read as
follows:
"'Trust' means the trust established by the Employer."
21. Article 3.01. Date of Participation:
-----------------------------------
Article 3.01 is hereby amended in its entirety to read as follows:
"In the first year in which an Employee becomes eligible to
participate in the Plan, the Employee may elect to commence Deferral
Contributions, as set forth in Section 4.01, within thirty (30) days
after first becoming an Eligible Employee. If, with respect to such
first Plan Year, an Eligible Employee does not timely file an election
to participate, then the Eligible Employee may elect to commence
participation in the Plan effective January 1 of a subsequent Plan
Year by filing an election pursuant to Section 4.01 prior to the
beginning of such subsequent Plan Year."
<PAGE>
22. Article 4.01. Deferral Contributions:
------------------------------------
The first sentence of Article 4.01 is hereby amended to read as
follows:
"Each Eligible Employee may elect to execute a salary reduction
agreement with the Employer to reduce his Compensation by a specified
percentage not exceeding the percentage set forth in Section 1.05(a)
and equal to a whole number multiple of one (1) percent."
23. Article 7.01. Normal or Earl Retirement:
---------------------------------------
Article 7.01 is hereby amended in its entirety to read as follows:
"7.01. Vesting. A Participant is 100% vested in the Deferral --------
Contributions made in accordance with Section 4.01. Each Participant
shall have a nonforfeitable interest in the Matching Contributions in
his Account in accordance with the vesting schedule set forth in
Section 1.07."
24. Article 7.03. Other Termination of Employment:
---------------------------------------------
Article 7.03 is hereby amended in its entirety to read as follows:
"7.03. Valuation of Account. The benefit payable to a Participant or
Beneficiary following the occurrence of a distribution event set forth
in Section 1.06, shall be calculated as follows: (i) the vested
percentages) of the value of the Matching Contributions to his
Account, as adjusted for income, expense, gain, or loss, such
percentages) determined in accordance with the vesting schedules)
selected by the Employer in Section 1.07, and (ii) the value of the
Deferral Contributions to his Account as adjusted for income, expense,
gain or loss. A Participant's Account shall be valued on the valuation
date immediately preceding or coincident with the date of
distribution. The amount payable under this Section 7.03 will be
subject to the provisions of Section 7.06 and will be distributed in
accordance with Article 8.
25. Article 7.07. Hardship Withdrawals:
-----------------------------------
Article 7.07. is hereby amended in its entirety to read as follows:
"Subject to the provisions of Article 8, a Participant may apply to
the Administrator to make a withdrawal from his Account if such
withdrawal is made on account of a Financial Hardship. The minimum
amount of a hardship withdrawal is $10,000. A Participant shall be
limited to a maximum of two (2) withdrawals on account of Financial
Hardship per Plan Year."
<PAGE>
26. Article 8. Distribution of Benefits Payable After Termination of
Service.
----------------------------------------------------------------
Article 8 is hereby amended in its entirety to read as follows:
8.01 Distribution of Benefits to Participants and Beneficiaries.
(a) Participants.
------------
(i) At the time the Participant makes a deferral election
for a Plan Year, the Participant will determine the
method of distribution with respect to the deferrals
for such Plan Year as permitted in Section 1.10. If the
Participant does not elect a method of distribution,
the Participant shall be deemed to have elected a lump
sum distribution. The distribution of a Participant's
Account shall be made in accordance with the elections
on file with the Administrator as of the date
distribution commences, pursuant to Section 1.06.
(ii) Distributions under a systematic withdrawal plan must
be made in substantially equal annual, or more
frequent, installments, in cash, over a period certain
which does not extend beyond 10 years. The period
certain specified in a Participant's first deferral
election specifying distribution under a systematic
withdrawal plan shall apply to all subsequent election
of distributions under a systematic withdrawal plan
made by the Participant.
(b) Beneficiaries.
-------------
Distributions to a Beneficiary under the Plan shall be made
in a lump sum, notwithstanding that the Participant to whom
the Beneficiary relates had elected an installment method of
distribution for some or part of his Account. In the
instance where the Participant dies after commencing
installment distributions, the Beneficiary shall receive a
lump sum distribution of the remaining value of the
Participant's Account.
8.02 Time of Distribution. Distribution of a Participant's account
shall commence within ninety (90) days following the occurrence of a
distribution event set forth in Section 1.06.
<PAGE>
8.03 Notice to Trustee. The Administrator shall send written
notification to the Trustee whenever a Participant or Beneficiary is
entitled to receive benefits under the Plan. The Administrator's
notice shall indicate the form, amount and frequency of benefits that
such Participant or Beneficiary shall receive.
27. Article 9.01. Amendment by Employer:
-----------------------------------
Article 9.01 is hereby amended in its entirety to read as follows:
"The Employer reserves the authority to amend the Plan, to include
both the Adoption Agreement and the Basic Plan Document, at any time
and for any reason by resolution of its board of directors. An
executed copy of each such amendment shall be filed with the Trustee
as soon as practicable after its adoption. Such changes are to be
effective on the effective date of such amended Adoption Agreement
and/or the Basic Plan Document. Any such change notwithstanding, no
Participant's Account shall be reduced by such change below the amount
to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the
date of the change."
28. Article 9.03. Termination.
--------------------------
Article 9.03 is hereby amended in its entirety to read as follows:
"The Employer has adopted the Plan with the intention and expectation
that the Plan will be continued indefinitely. However, the Employer
has no obligation or liability whatsoever to maintain the Plan for any
particular length of time and may discontinue or suspend contributions
under the Plan or terminate the Plan at any time and for any reason
without any liability hereunder for such discontinuance or
termination. Notwithstanding the foregoing, the Plan shall
automatically terminate upon the occurrence of any of the following
events, as determined by the Administrator: (a) the Employer incurs
three (3) consecutive quarterly losses, (b) the equity value of
Employer falls below $10 million, or (c) there is a Change in Control
of the Employer. Coincident with the termination of the Plan, the
Employer shall deliver written notice to the Trustees and distribution
of Participant Accounts should commence in accordance with the
provisions of the Plan."
29. In all other respects the Plan is hereby ratified and confirmed.
<PAGE>
IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed this 11th day of February , 2000.
ATTEST: ICT GROUP, INC.
BY: /s/ Anne Beeson
- -------------------------
VP Human Resources
<PAGE>
TRUST AGREEMENT
Between
ICT Group, Inc.
[Sponsor]
and
FIDELITY MANAGEMENT TRUST COMPANY
[Trustee]
Dated as of December 20, 1999
IMPORTANT NOTE
This Trust Agreement may only be used in conjunction with the CORPORATEpIan for
Retirement Select Plan Adoption Agreement and Basic Plan Document. An Employer
may not rely solely on said documents to ensure that the Plan is "unfunded and
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees" and exempt from
parts 2 through 4 of Title I of the Employee Retirement Income Security Act of
1974 with respect to the Employer's particular situation. Fidelity Management
Trust Company, its affiliates and employees may not provide you with legal
advice in connection with the execution of this document. This document should
be reviewed by your attorney and/or accountant prior to execution.
4/11/94
<PAGE>
TABLE OF CONTENTS
Section Page
SECTION 1.
1.Trust........................................................1
(a) Establishment ........................................1
(b) Grantor Trust ........................................1
(c) Trust Assets .........................................1
(d) Non-Assignment .......................................1
SECTION 2.
2. Payments to Sponsor
SECTION 3.
3. Disbursements ..............................................2
(a) Directions from Administrator ........................2
(b) Limitations ..........................................2
SECTION 4.
4. Investment of Trust
(a) Selection of Investment Options ......................2
(b) Available Investment Options .........................2
(c) Investment Direction .................................3
(d) Mutual Funds .........................................3
(e) Trustee Powers .......................................4
SECTION 5 ........................................................5
5. Recordkeeping and Administrative Services to be Performed
(a) General...............................................5
(b) Accounts .............................................5
(c) Inspection and Audit..................................5
(d) Effect of Plan Amendment..............................5
(e) Returns, Reports and Information
SECTION 6
6. Compensation and Expenses...................................6
SECTION 7
7. Directions and Indemnification..............................6
(a) Identity of Administrator ............................6
(b) Directions from Administrator ........................6
(c) Directions from Sponsor ..............................6
(d) Indemnification ......................................7
(e) Survival .............................................7
SECTION 8
8. Resignation or Removal if Trustee...........................7
(a) Resignation . ........................................7
(b) Removal. .............................................7
SECTION 9
9. Successor Trustee...........................................7
(a) Appointment ..........................................7
(b) Acceptance ...........................................7
(c) Corporate Action .....................................8
SECTION 10
10. Termination................................................8
SECTION 11
11. Resignation, Removal, and Termination Notices..............8
4/11/94
<PAGE>
SECTION 12
12. Duration ..................................................8
SECTION 13
13. Insolvency of Sponsor .....................................8
SECTION 14
14. Amendment or Modification .................................9
SECTION 15
15. General ..................................................10
(a) Performance by Trustee, its Agents or Affiliates.....10
(b) Entire Agreement.....................................10
(c) Waiver...............................................10
(d) Successors and Assigns...............................10
(e) Partial Invalidity...................................10
(f) Section Headings.....................................10
SECTION 16
16. Governing Law ............................................11
(a) Massachusetts Law Controls...........................11
(b) Trust Agreement Controls.............................11
4/11/94
<PAGE>
TRUST AGREEMENT, dated as of the 20 day of December , 1999, between
_______________________ a ____________________corporation, having an
office at 800 Town Center Drive, Langhorne, PA (the "Sponsor"), and
FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company,
having an office at 82 Devonshire Street, Boston, Massachusetts 02109
(the "Trustee").
WITNESSETH:
WHEREAS, the Sponsor is the sponsor of the ICT Group Non-Qualified
Executive Retirement Plan (the "Plan"); and
WHEREAS, the Sponsor wishes to establish an irrevocable trust and to
contribute to the trust assets that shall be held therein, subject to the
claims of Sponsor's creditors in the event of Sponsor's Insolvency, as
herein defined, until paid to Plan participants and their beneficiaries in
such manner and at such times as specified in the Plan; and
WHEREAS, it is the intention of the sponsor that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees for purposes of Title I of the Employee Retirement Income
Security Act of 1974 ("ERISA"); and
WHEREAS, it is the intention of the Sponsor to make contributions to
the trust to provide itself with a source of funds to assist it in the
meeting of its liabilities under the Plan; and
WHEREAS, the trustee is willing to hold and invest the aforesaid plan
assets in trust among several investment options selected by the Sponsor;
and
WHEREAS, the Sponsor wishes to have the Trustee perform certain
ministerial recordkeeping and administrative functions under the Plan; and
WHEREAS, the Employer or such other individual named in the Plan is
the Administrator of the plan; and
WHEREAS, the Trustee is willing to perform recordkeeping and
administrative services for the Plan if the services are purely ministerial
in nature and are provided within a framework of plan provisions,
guidelines and interpretations conveyed in writing to the Trustee by the
Administrator.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the Sponsor and the
Trustee agree as follows:
4/11/94
<PAGE>
SECTION 1.
1. Trust.
(a) Establishment.
The Sponsor hereby establishes a trust (hereinafter the "Trust"), With
the Trustee. The Trust shall consist of an initial contribution of
money or other properly acceptable to the Trustee in its sole
discretion, made by the Sponsor or transferred from a previous trustee
under the Plan, such additional sums of money as shall from time to
time be delivered to the Trustee under the Plan, all investments made
therewith and proceeds thereof, and all earnings and profits thereon,
less the payments that are made by the Trustee as provided herein,
without distinction between principal and income. The Trustee hereby
accepts the Trust on the terms and conditions set forth in this
Agreement. In accepting this Trust, the Trustee shall be accountable
for the assets received by it, subject to the terms and conditions of
this Agreement.
(b) Grantor Trust
The Trust is intended to be a grantor trust, of which the Sponsor is
the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly.
(c) Trust Assets.
The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of the Sponsor and shall be used
exclusively for the uses and purposes of Plan participants and general
creditors as herein set forth. Plan participants and their
beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created
under the Plan and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries
against the Sponsor. Any assets held by the Trust will be subject to
the claims of the Sponsor's general creditors under federal and state
law in the event of Insolvency, as defined in Section 13(a).
(d) Non-Assignment.
Benefit payments to Plan participants and their beneficiaries funded
under this Trust may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered, or subjected to attachment,
garnishment, levy, execution, or other legal or equitable process.
4/11/94
<PAGE>
SECTION 2.
2. Payments to Sponsor.
Except as provided under Section 13, the Sponsor shall have no right
to retain or divert to others any of the Trust assets before all
payment of benefits have been made to the participants and their
beneficiaries pursuant to the terms of the Plan.
SECTION 3.
3. Disbursements.
(a) Directions from Administrator.
The Trustee shall disburse monies to the Sponsor for benefit payments
in the amounts that the Administrator directs from time to time in
writing. The Trustee shall have no responsibility to ascertain any
direction's compliance with the terms of the Plan or of any applicable
law. The Trustee shall not be responsible for making benefit payments
to participants under the Plan, nor shall the Trustee be responsible
for any Social Security or Federal, State or local income tax
reporting or withholding with respect to such Plan benefits.
(b) Limitations.
The Trustee shall not be required to make any disbursement in excess
of the net realizable value of the assets of the Trust at the time of
the disbursement. The Trustee shall not be required to make any
disbursement in cash unless the Administrator has provided a written
direction as to the assets to be converted to cash for the purpose of
making the disbursement.
SECTION 4.
4. Investment of Trust
(a) Selection of Investment Options.
The Trustee shall have no responsibility for the selection of
investment options under the Trust and shall not render investment
advice to any person in connection with the selection of such options.
(b) Available Investment Options.
In accordance with Section 1.14 of the Plan, the Sponsor shall direct
the Trustee as to the investment options available under the Trust
provided, however, that the Trustee shall not be considered a
fiduciary with investment discretion. The Sponsor may add additional
investment options with the consent of the Trustee and upon amendment
of the Plan.
4/11/94
<PAGE>
(c) Investment Direction.
In order to provide for an accumulation of assets comparable to the
contractual liabilities accruing under the Plan, the Sponsor may
direct the Trustee in writing to invest the assets held in the Trust
to correspond to the hypothetical investments made for Participants
under the Plan. Such directions may be made by Plan participants by
use of the telephone exchange system maintained for such purposes by
the Trustee or its agent. In the event that the Trustee fails to
receive a proper direction from the Sponsor or from Participants, the
assets in question shall be invested in Fidelity Retirement Money
Market Fund, or such other fund designated by the Sponsor for this
purpose, until the Trustee receives a proper direction.
(d) Mutual Funds.
The Sponsor hereby acknowledges that it has received from the Trustee
a copy of the prospectus for each Mutual Fund selected by the Sponsor
as a Plan investment option. Trust investment in Mutual Funds shall be
subject to the following limitations:
(i) Execution of Purchases and Sales.
Purchase and sales of Mutual Funds (other than for Exchanges)
shall be made on the date on which the Trustee receives from the
Sponsor in good order all information and documentation necessary
to accurately effect such purchases and sales (or in the case of
a purchase, the subsequent date on which the Trustee has received
a wire transfer of funds necessary to make such purchase).
Exchanges of Mutual Funds shall be made on the same business day
that the Trustee receives a proper direction if received before
4:00 p.m. eastern time; if the direction is received after 4:00
p.m. eastern time, the exchange shall be made the following day.
(ii) Voting.
At the time of mailing of notice of each annual or special
stockholders' meeting of any Mutual Fund, the Trustee shall `send
a copy of the notice and all proxy solicitation materials to each
Plan participant who has shares of the Mutual Fund credited to
the participant's account, together with a voting direction form
for return to the Trustee or its designee. The participant shall
have the right to direct the Trustee as to the manner in which
the Trustee is to vote the shares credited to the participant's
accounts (both vested and unvested). The Trustee shall vote the
shares as directed by the participant. The Trustee shall not vote
shares for which it has received no directions from the
participant. During the participant recordkeeping reconciliation
("transition") period, the Sponsor shall have the right to direct
the Trustee as to the manner in which the Trustee is to vote the
shares of the Mutual Funds in the Trust. With respect to all
rights other than the right to vote, the Trustee shall follow the
directions of the participant and if no such directions are
received, the directions of the Sponsor. The Trustee shall have
no duty to solicit directions from participants or the Sponsor.
4/11/94 3
<PAGE>
(e) Trustee Powers.
The Trustee shall have the following powers and authority:
(i) Subject to paragraphs (b), (c) and (d) of this Section
4, to sell, exchange, convey, transfer, or otherwise dispose of
any property held in the Trust, by private contract or at public
auction. No person dealing with the Trustee shall be bound to see
to the application of the purchase money or other property
delivered to the Trustee or to inquire into the validity,
expediency, or propriety of any such sale or other disposition.
(ii) To cause any securities or other property held as part
of the Trust to be registered in the Trustee's own name, in the
name of one or more of its nominees, or in the Trustee's account
with the Depository Trust Company of New York and to hold any
investments in bearer form, but the books and records of the
Trustee shall at all times show that all such investments are
part of the Trust.
(iii) To keep that portion of the Trust in cash or cash
balances as the Sponsor or Administrator may, from time to time,
deem to be in the best interest of the Trust.
(iv) To make, execute, acknowledge, and deliver any and all
documents of transfer or conveyance and to carry out the powers
herein granted.
(v) To settle, compromise, or submit to arbitration any
claims, debts, or damages due to or arising from the Trust; to
commence or defend suits or legal or administrative proceedings;
to represent the Trust in all suits and legal and administrative
hearings; and to pay all reasonable expenses arising from any
such action, from the Trust if not paid by the Sponsor.
(vi) To employ legal, accounting, clerical, and other
assistance as may be required in carrying out the provisions of
this Agreement and to pay their reasonable expenses and
compensation from the Trust if not paid by the Sponsor.
(vii) To do all other acts although not specifically
mentioned herein, as the Trustee may deem necessary to carry out
any of the foregoing powers and the purposes of the Trust.
Notwithstanding any powers granted to Trustee pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could
give this trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of Section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue
Code.
4/11/94 4
<PAGE>
SECTION 5.
5. Recordkeeping and Administrative Services to be Performed
(a) General
The Trustee shall perform those recordkeeping and administrative
functions described in the CORPORATEplan for Retirement Select Plan
Service Agreement between the Trustee and the Sponsor ("Service
Agreement").
(b) Accounts.
The Trustee shall keep accurate accounts of all investments, receipts,
disbursements, and other transactions hereunder and shall report the
value of the assets held in the Trust as of the last day of each
fiscal quarter of the Plan and, if not on the last day of a fiscal
quarter, the date on which the Trustee resigns or is removed as
provided in Section 8 of this Agreement or is terminated as provided
in Section 10 (the "Reporting Date"). Within thirty (30) days
following each Reporting Date or within sixty (60) days in the case of
a Reporting date caused by the resignation or removal of the Trustee,
or the termination of this Agreement, the Trustee shall file with the
Administrator a written account setting forth all investments,
receipts, disbursements, and other transactions effected by the
Trustee between the Reporting Date and the prior Reporting Date, and
setting forth the value of the Trust as of the Reporting date. Except
as otherwise required under applicable law, upon the expiration of six
(6) months from the date of filing such account with the
Administrator, the Trustee shall have no liability or further
accountability to anyone with respect to the propriety of its acts or
transactions shown in such account, except with respect to such acts
or transactions as to which the Sponsor shall within such six (6)
month period file with the Trustee written objections.
(c) Inspection and Audit
All records generated by the Trustee in accordance with paragraphs (a)
and (b) shall be open to inspection and audit, during the Trustee's
regular business hours prior to the termination of this Agreement, by
the Administrator or any person designated by the Administrator. Upon
the resignation or removal of the Trustee or the termination of this
Agreement, the Trustee shall provide to the Administrator, at no
expense to the Sponsor, in the format regularly provided to the
Administrator, a statement of each participant's accounts as of the
resignation, removal, or termination, and the Trustee shall provide to
the Administrator or the Plan's new recordkeeper such further records
as are reasonable, at the Sponsor's expense.
(d) Effect of Plan Amendment
The Trustee's provision of the recordkeeping and administrative
services set forth in this Section 5 shall be conditioned on the
Sponsor delivering to the Trustee a copy of any amendment to the Plan
as soon as administratively feasible following the amendment's
adoption, and on the Administrator providing the Trustee on a timely
basis with all the information the Administrator deems necessary for
the Trustee to perform the recordkeeping and administrative services
and such other information as the Trustee may reasonably request.
4/11/94
<PAGE>
(e) Returns, Reports and Information
The Administrator shall be responsible for the preparation and filing
of all returns, reports, and information required of the Trust or Plan
by law including but not limited to any annual fiduciary tax return.
The Trustee shall provide the Administrator with such information as
the Administrator may reasonably request to make these filings. The
Administrator shall also be responsible for making any disclosures to
participants required by law.
SECTION 6.
6. Compensation and Expenses.
As consideration for its services, the Trustee shall be entitled to
the fees computed and billed in accordance with the Service Agreement.
All expenses of the Trustee relating directly to the acquisition and
disposition of investments constituting part of the Trust, and all
taxes of any kind whatsoever that may be levied or assessed under
existing or future laws upon or in respect of the Trust or the income
thereof, shall be a charge against and paid from the appropriate Plan
participants' accounts
SECTION 7.
7. Directions and Indemnification
(a) Identity of Administrator.
The Trustee shall be fully protected in relying on the fact that the
Administrator under the Plan is the individual or persons named as
such above or such other individuals or persons as the Sponsor may
notify the Trustee in writing.
(b) Directions from Administrator.
Whenever the Administrator provides a direction to the Trustee, the
Trustee shall not be liable for any loss, or by reason of any breach,
arising from the direction if the direction is contained in a writing
(or is oral and immediately confirmed in written) signed by any
individual whose name and signature have been submitted (and not
withdrawn) in writing to the Trustee in the Service Agreement provided
the Trustee reasonably believes the signature of the individual to be
genuine. Such direction may be made via EDT in accordance with
procedures agreed to by the Administrator and the Trustee; provided,
however, that the Trustee shall be fully protected in relying on such
direction as if it were a direction made in writing by the
Administrator. The Trustee shall have no responsibility to ascertain
any direction's (i) accuracy, (ii) compliance with the terms of the
Plan or any applicable law, or (iii) effect for tax purposes or
otherwise.
(c) Directions from Sponsor
The Trustee shall not be liable for any loss which arises from the
Sponsor's exercise or nonexercise of rights under Section 4 over the
assets in a participant's account.
4/11/64
<PAGE>
(d) Indemnification.
The Sponsor shall indemnify the Trustee against, and hold the Trustee
harmless from, any and all loss, damage, penalty, liability, cost, and
expense, including without limitation, reasonable attorneys' fees and
disbursements, that may be incurred by, imposed upon, or asserted
against the Trustee by reason of any claim, regulatory proceeding or
litigation arising from any act done or omitted to be done by any
individual or person with respect to the Plan or Trust, excepting only
any and all loss, etc., arising solely from the Trustee's negligence
or bad faith.
(e) Survival.
The provisions of this Section 7 shall survive the termination of this
Agreement.
SECTION 8.
8. Resignation or Removal if Trustee.
(a) Resignation.
The Trustee may resign at any time upon sixty (60) days' notice in
writing to the Sponsor, unless a shorter period of notice is agreed
upon by the Sponsor.
(b) Removal.
The Sponsor may remove the Trustee at anytime upon sixty (60) days'
notice in writing to the Trustee, unless a shorter period of notice is
agreed upon by the Trustee.
SECTION 9.
9. Successor Trustee.
(a) Appointment
If the office of Trustee becomes vacant for any reason, the Sponsor
may in writing appoint a successor trustee under this Agreement. The
successor trustee shall have all of the rights, powers, privileges,
obligations, duties, liabilities, and immunities granted to the
Trustee under this Agreement. The successor trustee and predecessor
trustee shall not be liable for the acts or omissions of the other
with respect to the Trust.
(b) Acceptance.
When the successor trustee accepts its appointment under this
Agreement, title to and possession of the Trust assets shall
immediately vest in the successor trustee without any further action
on the part of the predecessor trustee. The predecessor trustee shall
execute all instruments and do all acts that reasonably may be
necessary or reasonably may be requested in writing by the Sponsor or
the successor trustee to vest title to all Trust assets in the
successor trustee or to deliver all Trust assets to the successor
trustee.
4/11/94
<PAGE>
(c) Corporate Action.
Any successor of the Trustee or successor trustee, through sale or
transfer of the business or trust department of the Trustee or
successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under the Agreement.
SECTION 10.
10. Termination.
This Agreement may be terminated at any time by the Sponsor upon sixty
(60) days' notice in writing to the Trustee. On the date of the
termination of this Agreement, .the Trustee shall forthwith transfer
and deliver to such -individual or entity as the Sponsor shall
designate, all cash and assets then constituting the Trust. If, by the
termination date, the Sponsor has not notified the Trustee in writing
as to whom the assets and cash are to be transferred and delivered,
the Trustee may bring an appropriate action or proceeding for leave to
deposit the assets and cash in a court of competent jurisdiction. The
Trustee shall be reimbursed by the Sponsor for all costs and expenses
of the action or proceeding including, without limitation, reasonable
attorneys' fees and disbursements.
SECTION 11.
11. Resignation, Removal, and Termination Notices.
All notices of resignation, removal, or termination under this
Agreement must be in writing and mailed to the party to which the
notice is being given by certified or registered mail, return receipt
requested, to the Sponsor at the address designated in the Service
Agreement, and to the Trustee at the aforementioned address or to such
other addresses as the parties have notified each other of in the
foregoing manner.
SECTION 12.
12. Duration.
This Trust shall continue in effect without limit as to time, subject,
however, to the provisions of this Agreement relating to amendment,
modification, and termination thereof.
SECTION. 13.
13. Insolvency of Sponsor
(a) Trustee shall cease disbursement of funds for payment of
benefits to Plan participants and their beneficiaries if the Sponsor
is Insolvent. Sponsor shall be considered "Insolvent" for purposes of
this Trust Agreement if (i) Sponsor is unable to pay its debts as they
become due or (ii) Sponsor is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
4/11/94 8
<PAGE>
(b) All times during the continuance of this Trust, the principal
and income of the Trust shall be subject to claims of general
creditors of the Sponsor under federal and state Law as set forth
below.
(i) The Board of Directors and the Chief Executive Officer
of the Sponsor shall have the duty to inform Trustee in writing
of Sponsor's Insolvency. If a person claiming to be a creditor of
the Sponsor alleges in writing to trustee that Sponsor has become
Insolvent, Trustee shall determine whether Sponsor is Insolvent
and pending such determination, Trustee shall discontinue
disbursements for payment of benefits to Plan participants or
their beneficiaries.
(ii) Unless Trustee has actual knowledge of Sponsor's
Insolvency, or has received notice from Sponsor or a person
claiming to be a creditor alleging that Company is Insolvent,
Trustee shall have no duty to inquire whether Sponsor is
Insolvent. Trustee may in all events rely on such evidence
concerning Sponsor's solvency as may be furnished to Trustee and
that provides Trustee with a reasonable basis for making a
determination concerning Sponsor's solvency.
(iii) If any time Trustee has determined that Sponsor is
Insolvent, Trustee shall discontinue disbursements for payments
to Plan participants or their beneficiaries and shall hold the
assets of the Trust for the benefit of Sponsor's general
creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Plan participants or their beneficiaries
to pursue their rights as general creditors of Sponsor with
respect to benefits due under the Plan or otherwise.
(iv) Trustee shall resume disbursement for the payment of
benefits to Plan participants or their beneficiaries in
accordance with Section 2 of this Trust Agreement only after
Trustee has determined that Sponsor is not Insolvent (or is no
longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to (a)
hereof and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of
all payments due to Plan participants or their beneficiaries under the
terms of the Plan for the period of such discontinuance, less the
aggregate amount of any payments made to Plan participants or their
beneficiaries by Sponsor in lieu of the payments provided for
hereunder during any such period of discontinuance.
SECTION 14.
14. Amendment or Modification
This agreement may be amended or modified at any time and from time to
time only by an instrument executed by both the Sponsor and the
Trustee.
4/11/94 9
<PAGE>
SECTION 16.
16. Governing Law.
(a) Massachusetts Law Controls.
This Agreement is being made in the Commonwealth of Massachusetts, and
the Trust shall be administered as a Massachusetts trust. The
validity, construction, effect and administration of this Agreement
shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts, except to the extent those laws are
superseded under Section 514 of ERISA.
(b) Trust Agreement Controls.
The Trustee is not a party to the Plan, and in the event of any
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of this Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first
above written.
[SPONSOR]
Attest: By /s/ Anne Beeson - VP Human Resources
------------------------------------
----------------------------- [Title]
[Title]
FIDELITY MANAGEMENT TRUST COMPANY
[TRUSTEE]
By
-----------------------------------
[Title]
4/11/94 11
<PAGE>
AMENDMENT NO. 1
TO
THE TRUST AGREEMENT
BETWEEN
ICT GROUP, INC. [EMPLOYER]
AND
THE FIDELITY MANAGEMENT TRUST COMPANY [TRUSTEE]
WHEREAS, the Employer and the Trustee intend to establish the
above-referenced trust agreement ("Trust Agreement"); and
WHEREAS, the Employer desires to make certain changes to the Trust
Agreement to more fully evidence the intent of the parties; and
WHEREAS, Section 14 of the Trust Agreement authorizes amendment of the
Trust Agreement by an instrument executed by both the Employer and the
Trustee.
NOW, THEREFORE, the Trust Agreement is hereby amended effective as of
the effective date of the Trust Agreement:
1. Amendment to the first "whereas clause" of the Trust Agreement:
---------------------------------------------------------------
The first "whereas clause" of the Trust Agreement is hereby
deleted in its entirety and replaced with the new following "whereas
clause":
"Whereas, the Employer is the sponsor of the ICT GROUP
CORPORATE PLAN FOR RETIREMENT SELECT PLAN (the 'Plan'); and"
2. Amendment to the second "whereas clause" of the Trust Agreement:
----------------------------------------------------------------
The second "whereas clause" of the Trust Agreement is hereby
amended in its entirety to read as follows:
"WHEREAS, the Employer wishes to establish a rabbi trust and
to contribute to the trust assets that shall be held therein,
subject to the claim's of the Employer's creditors in the event
of Employer's Insolvency, as herein defined, until paid to Plan
participants and their beneficiaries in such manner and at such
times as specified in the Plan; and"
3. Global reference change:
-----------------------
DSB:671720.2
<PAGE>
Except as used in the first "whereas clause" under 1. above,
the word "Sponsor" wherever used in the Trust Agreement is hereby
deleted and replaced with "Employer."
4. Section 1.1:
-----------
Section 1.1 of the Plan is hereby amended by adding the following
new Section 1.1(b) to read as follows:
"(b) Trust
The Trust hereby established shall become irrevocable upon
resolution of the board of directors of the Employer."
5. Sections 1.1(b) through 1.1(d) of the Trust Agreement are
redesignated as
Sections 1.1(c) through l.l (e).
6. Section 4(a):
------------
Section 4(a) of the Trust Agreement is hereby deleted in its
entirety and replaced with the following new Section 4(a):
"To the extent the Trustee is not directed in accordance with
Section 4(b), below, the Trustee shall have authority to invest
and select investment options within the investment guidelines
established by the Employer. The Trustee shall have no
responsibility to render investment advice to any person in
connection with the selection of the investment options under the
Trust."
7. Section 4 (b):
-------------
The first sentence of Section 4(b) of the Trust Agreement is
hereby deleted and replaced with the following sentence:
"The Employer shall direct the Trustee as to the investment
options available under Section 1.11(b) of the Plan, and to the
extent so directed, the Trustee shall not be considered a
fiduciary with investment discretion."
8. Section 4(e)(v):
---------------
Section 4(e)(v) is hereby amended in its entirety to read as
follows:
DSB:670720.2
2
<PAGE>
"Subject to the prior authorization from the Employer, to (i)
settle, compromise, or submit to arbitration any claims, debts,
or damages due to or arising from the Trust; (ii) commence or
defend suits or legal or administrative proceedings; (iii)
represent the Trust in all suits and legal and administrative
hearings; and (iv) pay all reasonable expenses arising from any
such action, from the Trust."
9. Section 4(e)(vi):
----------------
Section 4(e)(v) is hereby amended in its entirety to read as
follows:
"To employ legal, accounting, clerical, and other assistance as
may be required in carrying out the provisions of this Agreement
and, subject to the prior approval from the Employer, to pay
their reasonable expenses and compensation from the Trust."
10. Section 7(d):
------------
Section 7(d) is hereby amended in its entirety to read as
follows:
"(d) Indemnification.
(i) The Employer shall indemnify the Trustee against and
hold the Trustee harmless from, any and all loss,
damage, penalty, liability, cost, and expense,
including without limitation, reasonable attorneys'
fees and disbursements, that may be incurred by,
imposed upon, or asserted against the Trustee by reason
of any claim, regulatory proceeding or litigation
arising from any act done or omitted to be done by any
individual or person with respect to the Plan or Trust,
excepting only any and all loss, etc., arising solely
from the Trustee's negligence or bad faith or for which
the Trustee is required to indemnify the Plan and the
Employer as set forth in Section 7(d)(ii) below.
(ii) The Trustee shall indemnify the Plan and the Employer
against, and hold the Plan and the Employer harmless
from, any and all loss, damage, penalty, liability,
cost, and expense, including without limitation,
reasonable attorneys' fees and disbursements, that may
be incurred by, imposed upon, or asserted against the
Plan or the Employer by reason of any claim, regulatory
proceeding or
DSB:670720.2
3
<PAGE>
litigation arising from grossly negligent, reckless,
fraudulent or unlawful acts of the Trustee or its
delegates."
11. In all other respects, the Trust Agreement is hereby ratified and
confirmed.
4
<PAGE>
EXHIBIT 21
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
Name of Subsidiary State/Country of Incorporation/Organization
- ------------------ -------------------------------------------
<S> <C>
ICT/Canada Marketing, Inc. Canada
Eurotel Marketing Limited Ireland
Harvest Resources, Inc. Delaware
Yardley Enterprises, Inc. Delaware
ICT Australia Pty. Ltd. Australia
iCT ConnectedTouch.com, LLC Pennsylvania
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed Form S-8
Registration Statement (File No. 333-32623) filed with the Securities and
Exchange Commission on August 1, 1997 and Form S-8 Registration Statement (File
No. 333-56187) filed with the Securities and Exchange Commission on June 5,
1998.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
March 27, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001013149
<NAME> ICT GROUP, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<EXCHANGE-RATE> 1 1
<CASH> 12,239 14,255
<SECURITIES> 0 0
<RECEIVABLES> 28,796 26,344
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 44,191 42,352
<PP&E> 56,205 47,558
<DEPRECIATION> 26,784 18,924
<TOTAL-ASSETS> 78,073 75,876
<CURRENT-LIABILITIES> 17,424 15,258
<BONDS> 0 0
0 0
0 0
<COMMON> 118 116
<OTHER-SE> 50,222 45,669
<TOTAL-LIABILITY-AND-EQUITY> 78,073 75,876
<SALES> 0 0
<TOTAL-REVENUES> 153,049 120,982
<CGS> 0 0
<TOTAL-COSTS> 84,390 69,588
<OTHER-EXPENSES> 60,080 47,012
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 801 406
<INCOME-PRETAX> 7,778 3,976
<INCOME-TAX> 3,033 1,549
<INCOME-CONTINUING> 4,745 2,427
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,745 2,427
<EPS-BASIC> 0.40 0.21
<EPS-DILUTED> 0.39 0.20
</TABLE>
