This excerpt taken from the ICTG 8-K filed Jul 31, 2006.
Item 1.01 Entry Into a Material Definitive Agreement.
On July 25, 2006, the Compensation Committee (Compensation Committee) of the Board of Directors of ICT Group, Inc. (the Company) approved the following base salaries, effective July 1, 2006, for the following named executive officers:
In addition, on July 25, 2006, the Compensation Committee approved the following grants of restricted stock units (RSUs) to the following named executive officers, in recognition of their service in support of the Companys public offering that closed in April 2006:
These grants were made under the Companys 2006 Equity Compensation Plan with a grant date of July 31, 2006 (two business days after the Company announced its financial results for the second quarter ended June 30, 2006). The RSUs vest in four equal annual increments commencing one year after the grant date and are payable in shares of Company common stock upon vesting provided the holder is employed or providing valuable service to the Company at the time of vesting.
This excerpt taken from the ICTG 8-K filed Mar 17, 2006.
Item 1.01 Entry into a Material Definitive Agreement
On March 13, 2006 (the Date of Execution), ICT Group, Inc. (the Company) entered into an amended and restated employment agreement (the Restated Employment Agreement) with John J. Brennan, Chief Executive Officer (the Executive) of the Company.
The changes in the Restated Employment Agreement as compared with Mr. Brennans prior employment agreement include: (i) removal of the automatic renewal provision, (ii) an increase in Mr. Brennans base salary to $675,000, (iii) adding a provision that Mr. Brennans participation in the Companys annual incentive program will be discontinued as and when a new long-term incentive program (the LTIP) is implemented by the Company and Mr. Brennan elects to participate, and (iv) replacing grants of stock options with grants of restricted stock or restricted stock units.
The Restated Employment Agreement is described in further detail below.
Restated Employment Agreement
The Restated Employment Agreement provides for a three-year term beginning on March 13, 2006. The Restated Employment Agreement contains no automatic renewal provision, but includes a notice and negotiation period at least 210 days before the end of the term. Under the Restated Employment Agreement, Mr. Brennan is eligible to participate in all of the Companys benefit plans, including the Companys health insurance plan, life insurance plan, and short- and long-term disability plans. In addition, Mr. Brennan is eligible to participate in any insurance, bonus, stock, equity compensation or benefit plan or program which is offered to any other senior executives of the Company. Specifically, Mr. Brennan may not, however, continue participation in the Companys annual incentive program once he begins participation in the Companys LTIP, as and when it is implemented. Mr. Brennan is also eligible to participate in the Companys ongoing quarterly incentive plan (the QIP).
In addition, Mr. Brennan will receive the following specific equity grants under the Companys 1996 Equity Compensation Plan (collectively, the Equity Grants) or a successor plan, if applicable:
fourth anniversaries of the Date of Execution, contingent on the Companys financial performance for the 2006 fiscal year. Mr. Brennan will receive between 25% and 100% of the RSUs based on the pre-tax earnings of the Company as compared to a target contained in the Companys annual business plan for the 2006 fiscal year (the 2006 Target). No RSUs will be awarded to Mr. Brennan in the event of attainment of less than 70% of the 2006 Target.
The Company will reimburse Mr. Brennan for actual expenses incurred with regard to personal financial planning, which includes tax and estate and gift planning and tax return preparation, up to a maximum of $25,000 per calendar year and pay all applicable taxes on such compensation. The Restated Employment Agreement provides that the Company will pay certain individual insurance policy premiums (e.g., life, disability) for Mr. Brennan and lease an automobile for Mr. Brennan.
Benefits Provided Upon Termination of Employment
The Restated Employment Agreement with Mr. Brennan also provides for certain benefits in the event of termination of employment. If Mr. Brennans employment is terminated due to death, Mr. Brennans estate will receive his compensation accrued through his termination date; an amount equal to a prorated portion of his bonus that he would have received in the year of his termination if he had continued to be employed by the Company; a lump sum payment equal to twelve months salary. In addition, any amounts credited to Mr. Brennan under the Companys LTIP and all of the restricted stock or RSUs will fully vest.
In the event that Mr. Brennan terminates his employment for Good Reason, as defined in the Restated Employment Agreement, or if the Company terminates Mr. Brennans employment not for Willful Misconduct (as defined in the Restated Employment Agreement) or through non-renewal of the Restated Employment Agreement, the Company will fulfill all of its obligations under the Restated Employment Agreement (including, but not limited to, with regard to salary, bonuses and benefits, but not including the Equity Grants described above) for 36 months after the termination of Mr. Brennans employment. In addition, Mr. Brennan will immediately become 100% vested in (i) any amount to his credit under the LTIP, (ii) all Stock Units and Restricted Stock Units and (iii) any other equity or equity based awards that may have been granted to him.
In the event that Mr. Brennan terminates his employment for other than Good Reason, the Company will fulfill all of its obligations under the Restated Employment Agreement (including, but not limited to, with regard to salary, bonuses and benefits but not including Equity Grants described above) for one year after the termination of employment. If Mr. Brennan experiences a Change in Status (as defined in the Restated Employment Agreement), he will continue to vest in all amounts credited under the LTIP, in all Equity Grants and in any other equity or equity based awards that have been granted to him. Upon a Change in Status, Mr. Brennan will be entitled to receive the Equity Grants for the year in which his Change of Status occurs if he has completed at least six months of service as the Chief Executive Officer
during such year, with such Equity Grants to be prorated to reflect a partial year of service. Additionally, if Mr. Brennan has served as the Companys Chief Executive Officer for at least one full year of an LTIP performance period prior to the Change in Status, he will be entitled to earn the remainder of the LTIP award for that performance period as if he had remained employed by the Company for the entire performance period.
In the event that the Company terminates Mr. Brennans employment for Willful Misconduct, the Company will have no further obligations or liabilities to Mr. Brennan after his termination.
A copy of the Restated Employment Agreement with Mr. Brennan is attached hereto as Exhibit No. 99, and is incorporated herein by reference.
This excerpt taken from the ICTG 8-K filed Aug 11, 2005.
Item 1.01. Entry into a Material Definitive Agreement.
On August 10, 2005, ICT Group, Inc. (the Company) and ten of its current and former members of management (collectively, the Insureds) entered into a settlement agreement (the Settlement Agreement) with one of the Companys D&O insurers, to settle litigation brought by the Company against the insurer regarding insurance coverage for an employment class action brought against the Company and the Insureds in the Circuit Court of Berkeley County, West Virginia. The employment class action settled in February 2005.
Pursuant to the Settlement Agreement, on September 15, 2005, the insurer will pay the Company $4.1 million on behalf of the Insureds in settlement of the insurance coverage litigation. In addition, the parties will dismiss the litigation and mutually release each other from any and all claims relating to the litigation. The Company will recognize the settlement sum in the period received.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 11, 2005