Schedule 13D

/s/ Patricia A. Brennan

(SEAL)

Patricia A. Brennan

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+ElRvg9rMJP5IaXDLzT+ocrgydRDyMvPTmwnFrLFvnajcJ9HtFllzrd8reJ/pxL TW2e1TPEcOchp1smjYDevQ== 0001193125-04-059402.txt : 20040409 0001193125-04-059402.hdr.sgml : 20040409 20040408174533 ACCESSION NUMBER: 0001193125-04-059402 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040409 GROUP MEMBERS: DONALD P. BRENNAN GROUP MEMBERS: EILEEN BRENNAN OAKLEY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRENNAN JOHN J CENTRAL INDEX KEY: 0001032248 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ICT GROUP INC STREET 2: 800 TOWN CENTER CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 2157570200 MAIL ADDRESS: STREET 1: C/O ICT GROUP INC STREET 2: 800 TOWN CENTER DRIVE CITY: LANGHORNE STATE: PA ZIP: 19047 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICT GROUP INC CENTRAL INDEX KEY: 0001013149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232458937 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49661 FILM NUMBER: 04725712 BUSINESS ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 2157570200 MAIL ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047-1748 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. )*

ICT Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

44929Y 10 1

(CUSIP Number)

Jeffrey C. Moore

Senior Vice President, General Counsel

ICT Group, Inc.

100 Brandywine Boulevard

Newtown, PA 18940

(267)685-5609

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 1, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 44929Y101		13D		Page 2 of 10



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John J. Brennan

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS* Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

2,205,675

8 SHARED VOTING POWER

6,187,832

9 SOLE DISPOSITIVE POWER

2,114,375

10 SHARED DISPOSITIVE POWER

6,115,132


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,393,507

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.6%

14	TYPE OF REPORTING PERSON* IN


CUSIP No. 44929Y101		13D		Page 3 of 10



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Donald P. Brennan

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS* Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

15,000

8 SHARED VOTING POWER

4,500,000

9 SOLE DISPOSITIVE POWER

15,000

10 SHARED DISPOSITIVE POWER

4,500,000


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,515,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0%

14	TYPE OF REPORTING PERSON* IN

Excludes 407,368 shares of Common Stock held by grantor retained annuity trusts over which Donald P. Brennan, the grantor, is precluded from exercising any power, including the power to vote or dispose of such shares. Accordingly, Donald P. Brennan disclaims beneficial ownership of those 407,368 shares of Common Stock.


CUSIP No. 44929Y101		13D		Page 4 of 10



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eileen Brennan Oakley, Trustee

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS* Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

6,155,132

9 SOLE DISPOSITIVE POWER

1,655,132

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,155,132

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.1%

14	TYPE OF REPORTING PERSON* IN


CUSIP No. 44929Y101		13D		Page 5 of 10

Item 1.

Security and Issuer

This statement relates to the Common Stock, par value $.01 per share, of ICT Group, Inc. (the “Issuer”). The address of the Issuer’s principal executive offices is 100 Brandywine Boulevard, Newton, Pennsylvania 18940.

Item 2.

Identity and Background

(a) John J. Brennan, Donald P. Brennan and Eileen Brennan Oakley (each, a “Group Member”) became members of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 1, 2004 as a result of the execution of (i) the Amended and Restated Voting Trust Agreement as of April 1, 2004 by John J. Brennan, Donald P. Brennan and the Issuer (the “Voting Trust Agreement”) and (ii) the Voting Agreement as of April 1, 2004 by John J. Brennan and Eileen Brennan Oakley, Trustee (the “Voting Agreement”).

(b) The business address of each Group Member is:

ICT Group, Inc.

100 Brandywine Boulevard

Newton, Pennsylvania 18940

Donald P. Brennan is the Vice-Chairman of the Issuer.

Eileen Brennan Oakley is a Director of The Brennan Family Foundation and a director and the President of South Ocean Investment Corporation. She is a trustee of all of the trusts under The Brennan Family 1997 Trust Agreement dated February 14, 1997 and The Brennan Family 1996 Trust Agreement dated February 16, 1996 (the “Brennan Family Trusts”).

(d) No Group Member, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Group Member, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each Group Member is a citizen of the United States of America.


CUSIP No. 44929Y101		13D		Page 6 of 10

Item 3.

Source and Amount of Funds or Other Consideration

Prior to forming a group on April 1, 2004 as a result of the execution of the Voting Trust Agreement and the Voting Agreement, the Group Members had beneficial ownership of the shares of Common Stock of the Issuer reported herein and each reported such beneficial ownership on Schedules 13G filed with the Securities and Exchange Commission (the “SEC”). Accordingly, no shares of Common Stock of the Issuer were purchased in connection with the formation of the group by the Group Members.

Item 4.

Purpose of Transaction

On April 1, 2004, John J. Brennan, Donald P. Brennan and the Issuer entered into the Voting Trust Agreement, under which John J. Brennan and Donald P. Brennan are currently Trustees (as defined in the Voting Trust Agreement) and Eileen Brennan Oakley is a Limited Voting Trustee (as defined in the Voting Trust Agreement). On April 1, 2004, John J. Brennan and Eileen Brennan Oakley, as Trustee of the Brennan Family Trusts, executed the Voting Agreement, pursuant to which they agreed to vote by unanimous consent all of the shares of Common Stock of the Issuer held in the Brennan Family Trusts (the “Shares”) on all matters submitted to the Issuer’s stockholders that involve the election of members of the Board of Directors of the Issuer (the “Subject Matters”). In furtherance of the purposes of the Voting Agreement and pursuant to its terms, Eileen Brennan Oakley, as Trustee of the Brennan Family Trusts, delivered a proxy to John J. Brennan in respect of the voting of the Shares on the Subject Matters. Pursuant to the Voting Trust Agreement, the Trustees have the exclusive right to vote on all matters that may be presented at any meeting or require the consent of stockholders of the Issuer and shall vote all shares of Common Stock of the Issuer subject to the Voting Trust Agreement to elect Donald P. Brennan as a director of the Issuer if he is so nominated and to vote all such shares against the removal of Donald P. Brennan as director if he is so serving, other than in limited circumstances, except that so long as Donald P. Brennan is a Trustee under the Voting Trust Agreement and the Voting Agreement is in effect, the Limited Voting Trustee rather than Donald P. Brennan shall vote by unanimous consent with John Brennan on the Subject Matters. Reference is made to the Voting Trust Agreement and the Voting Agreement, filed herewith as Exhibits 2 and 3 respectively and incorporated herein by reference, for a full description of the terms of those agreements.

Except as described above, none of the Group Members has any present plans or proposals of a type requiring additional disclosure under Item 4 of Schedule 13D, but reserve the right to propose one or more transactions to the Issuer’s board.

Item 5.

Interest in Securities of the Issuer

(a) and (b) The Group Members have beneficial ownership in the aggregate of 8,408,507 shares of Common Stock, representing 65.6% of the 12,532,791 shares of Common Stock outstanding as of March 30, 2004.

John J. Brennan has beneficial ownership in the aggregate of 8,393,507 shares of Common Stock, representing 65.6% of the shares of Common Stock outstanding as of March 30, 2004. He has the sole power to dispose of 2,114,375 of such shares owned in his own name or which are subject to options issued in his own name (subject to the Shareholders’ Agreement discussed in Item 6 below) and the sole power to vote such shares as well as 91,300 shares held by certain employees of the Issuer that are subject to the Optionholder Voting Agreement discussed in Item 6 below. He shares the power to dispose of and vote 4,500,000 shares pursuant to the Voting Trust Agreement and 32,700 shares jointly held with his wife. In addition, he shares the power to vote 1,655,132 shares pursuant to the Voting Agreement.

Donald P. Brennan has beneficial ownership in the aggregate of 4,515,000 shares of Common Stock, representing 36.0% of the shares of Common Stock outstanding as of March 30, 2004. He has the


CUSIP No. 44929Y101		13D		Page 7 of 10

sole power to dispose of and vote 15,000 of shares issuable upon the exercise of outstanding options (subject to the Shareholders’ Agreement discussed in Item 6 below). He shares power to dispose of and vote 4,500,000 of such shares pursuant to the Voting Trust Agreement.

Eileen Brennan Oakley, as Trustee of the Brennan Family Trusts, has beneficial ownership in the aggregate of 6,155,132 shares of Common Stock, representing 49.1% of the shares of Common Stock outstanding as of March 30, 2004. In her capacity as Trustee, she has the sole power to dispose of 1,655,132 of such shares (subject to the Shareholders’ Agreement discussed in Item 6 below), which are held by the Brennan Family Trusts, and shares the power to vote 4,500,000 of such shares pursuant to the Voting Trust Agreement and 1,655,132 shares pursuant to the Voting Agreement.

(c), (d) and (e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

John J. Brennan and Donald P. Brennan are parties, along with the Issuer, to and Trustees under the Voting Trust Agreement, which is described above in Item 4 and filed as Exhibit 2 to this Schedule 13D. Eileen Brennan Oakley is a Limited Voting Trustee under that Agreement.

John J. Brennan and Eileen Brennan Oakley, as Trustee of the Brennan Family Trusts, are parties to the Voting Agreement, which is described above in Item 4 and filed as Exhibit 3 to this Schedule 13D.

John J. Brennan and Donald P. Brennan are parties, along with the Issuer and certain family trusts that have been established by John J. Brennan and Donald P. Brennan (the “Trusts”), to the Amended and Restated Shareholders Agreement dated as of October 16, 2000 (the “Shareholders’ Agreement”) that covers the shares of Common Stock that John J. Brennan, Donald P. Brennan and the Trusts beneficially own. The Shareholders’ Agreement prohibits the transfer of shares owned by John J. Brennan, Donald P. Brennan and the Trusts, without the consent of the other parties to the Shareholders’ Agreement, except (i) pursuant to a public offering, (ii) to certain family members and trusts who agree to be bound by the Shareholders’ Agreement, (iii) to another party, or the Issuer, pursuant to rights of first refusal or (iv) to a third party subject to certain rights of first refusal. The Shareholders’ Agreement is filed as Exhibit 4 to this Schedule 13D.

Each of the Issuer’s employee optionholders has entered into a ten-year voting agreement (the “Optionholder Voting Agreements”) with the Issuer and John J. Brennan pursuant to which each optionholder has agreed to vote all shares of Common Stock received by such individuals upon the exercise of options in the manner directed by John J. Brennan. The Optionholder Voting Agreements are binding on each of the optionholders’ successors in interest. John J. Brennan is required to release shares covered by the Optionholder Voting Agreements if a shareholder intends to sell shares in the public market and completes the sale within 90 days of the release. Shares sold in the public market are thereafter not subject to the Optionholder Voting Agreements. A form of Optionholder Voting Agreement is filed as Exhibit 5 to this Schedule 13D.


CUSIP No. 44929Y101		13D		Page 8 of 10

Item 7.

Material to Be Filed as Exhibits

Exhibit 1: Joint Filing Agreement

Exhibit 2: Amended and Restated Voting Trust Agreement, dated as of April 1, 2004

Exhibit 3: Voting Agreement, dated as of April 1, 2004

Exhibit 4: Shareholders’ Agreement, dated as of October 16, 2000

Exhibit 5: Form of Optionholder Voting Agreement


CUSIP No. 44929Y101		13D		Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: April 6, 2004	By:	/s/ John J. Brennan
		Name: John J. Brennan

Date: April 6, 2004	By:	/s/ Donald P. Brennan
		Name: Donald P. Brennan

Date: April 6, 2004	By:	/s/ Eileen Brennan Oakley
		Name: Eileen Brennan Oakley, individually and as Trustee of the Brennan Family Trusts

EX-1 3 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement


CUSIP No. 44929Y101		13D		Page 10 of 10

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Group members (as such term is used in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of ICT Group, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 6th day of April, 2004.


Date:	April 6, 2004	By:	/s/ John J. Brennan
			Name: John J. Brennan

Date:	April 6, 2004	By:	/s/ Donald P. Brennan
			Name: Donald P. Brennan

Date:	April 6, 2004	By:	/s/ Eileen Brennan Oakley
			Name: Eileen Brennan Oakley, individually and as Trustee of the Brennan Family Trusts

EX-2 4 dex2.htm AMENDED AND RESTATED AGREEMENT Amended and Restated Agreement

Exhibit 2

AMENDED AND RESTATED

VOTING TRUST AGREEMENT

AMENDED AND RESTATED VOTING TRUST AGREEMENT made at Newtown, Pennsylvania, as of April 1, 2004, among ICT Group Inc., a Pennsylvania corporation (hereinafter called the “Company”) and John J. Brennan (“JBrennan”) and Donald P. Brennan (“DBrennan”) and any other Shareholders of the Company who now or hereafter become parties hereto (hereinafter called the “Shareholders”), with JBrennan and DBrennan in such persons’ capacity as voting trustees hereunder, together with any additional or successor trustees (hereinafter being collectively called the “Trustees”).

W I T N E S S E T H:

WHEREAS, the Shareholders and the Company are parties to a Shareholders’ Agreement dated as of October 16, 2000 (the “Shareholders’ Agreement”); and

WHEREAS, JBrennan and DBrennan, as Trustees and as the only Shareholders who as of the date hereof are beneficial owners hereunder, and the Company, as the sole parties hereto, believe it is desirable to further amend and restate the Voting Trust Agreement dated February 2, 1996, as previously amended and restated as of October 16, 2000, in the manner set forth herein; and

WHEREAS the Trustees have consented to continue to act under this Agreement as so amended and restated for the purposes herein provided,

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, hereby amend and restate this Voting Trust Agreement as follows:

1. Voting Trust Agreement. Copies of this Agreement, and of every agreement supplemental hereto or amendatory hereof, shall be kept on file in the principal office of the Company and shall be open to the inspection of any stockholder of the Company, daily during business hours. All voting trust certificates issued as hereinafter provided shall be issued, received, and held subject to all the terms of this Agreement. Every person, firm, corporation or other entity entitled to receive voting trust certificates representing shares of the Company’s voting stock, and their transferees and assigns, upon accepting the voting trust certificates issued hereunder, shall be bound by the provisions of this Agreement.

2. Transfer of Shares to Trustees.

(a) The Trustees shall hold shares of the Company transferred to them as Trustees hereunder and shall be vested, as Trustees of an active trust, with the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent, and upon the terms and conditions and for the period set forth in this Agreement. Additional voting shares of the Company or shares of voting stock of another corporation may be transferred to the Trustees from time to time in accordance with the provisions of the Shareholders’ Agreement or otherwise,

and the Trustees shall accept and hold any such shares so transferred in accordance with the provisions hereof. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Articles of Incorporation of the Company or such other corporation the stock of which is held hereunder. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustees to cause such shares to be transferred into the name of the Trustees, as hereinafter provided. On receipt by the Trustees of the certificates for any such shares and the transfer of the same into the names of the Trustees, the Trustees shall hold the same subject to the terms of this Agreement, and shall thereupon issue and deliver to the Shareholder voting trust certificates for the shares so deposited. Except as hereinafter provided, any shares transferred to the Trustees to be held hereunder shall be held and administered hereunder until the termination of the Voting Trust pursuant to paragraph 12 hereof or the execution of a deed of termination with respect to any such shares pursuant to subparagraph 12(a)(1) hereof. If the Trustees receive and hold shares of a corporation other than the Company, the Trustees shall issue a separate class of voting trust certificates to represent the beneficial ownership of such shares and the rights of the holders of such class of certificates shall, with respect to the shares represented by such certificates, be the same as those of holders of certificates representing shares of the Company, except to the extent the rights of holders of certificates representing shares of the Company are affected by the Shareholders’ Agreement. At any time the Trustees hold stock of

a corporation other than the Company pursuant to the provisions hereof, the term “Company” herein shall also be deemed to refer to such other corporation, considered as a separate entity.

(b) All certificates for shares of the Company or of another corporation transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company or such other corporation and cancelled, and new certificates therefor shall be issued to and held by the Trustees in the names of “John J. Brennan and Donald P. Brennan [and the name of any Limited Voting Trustee or the names of any successor Trustees], as Voting Trustees”.

3. Voting Trust Certificates. The Trustees shall maintain a voting trust certificate register in which each holder of a voting trust certificate issued under this Agreement, and the number of shares represented by each voting trust certificate will be identified. The voting trust certificates shall be in the form attached hereto as Exhibit A (and shall include any appropriate legends required by Section 14 of this Agreement). Voting trust certificates previously issued pursuant to the Voting Trust Agreement prior to this amendment and restatement shall be deemed to comply with this paragraph provided that upon a transfer of any such voting trust certificate, the new voting trust certificate issued to the transferee pursuant to paragraph 4 below shall be issued in the form attached hereto as Exhibit A.

4. Transfer of Certificates.

(a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute

and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.

(b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates:

(c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the

reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

5. Termination Procedure.

(a) Subject to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the transfer books of the Trustees. After the date specified in any such notice (which shall be no later than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.

(b) Within thirty (30) days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.

(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.

6. Dividends.

(a) Until the termination of this Agreement pursuant to the terms of Section 12, the holder of each voting trust certificate shall be entitled to receive from the Trustees payments equal to the cash dividends, if any, received by the Trustees upon the shares represented by each such voting trust certificate registered in the name of such holder in the voting trust certificate register. If any dividend in respect of the shares deposited with the Trustees is paid, in whole or in part, in voting shares of the Company, the Trustees shall likewise hold, subject to the terms of this Agreement, the certificates for such voting shares which are

received by the Trustees on account of such dividend, and the holder of each voting trust certificate representing shares on which such stock dividend has been paid shall be entitled to receive a voting trust certificate for the number of shares received as such dividend. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustees at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its shares of stock entitled to receive such dividends.

(b) Except as otherwise provided in Section 12, if any dividend in respect of the shares deposited with the Trustees is paid other than in cash or in voting shares, then the Trustees shall distribute the same among the holders of voting trust certificates registered as such at the close of business on the day fixed by the Trustees for taking a record to determine the holders of voting trust certificates entitled to receive such distribution. Such distribution shall be made to such holders of voting trust certificates ratably, in accordance with the number of shares represented by their respective voting trust certificates in respect of which such distribution was paid.

(c) In lieu of receiving dividends upon the shares which are payable in cash and/or property other than voting shares and paying the same to the holders of voting trust certificates pursuant to the provisions of this Agreement, the Trustees may instruct the Company in writing to pay such dividends to the holders of the voting trust certificates. Upon receipt of such written instructions, the Company shall pay such dividends directly to the holders

of the voting trust certificates. Upon such instructions being given by the Trustees to the Company, and until revoked by the Trustees, all liability of the Trustees with respect to such dividends shall cease. The Trustees may at any time revoke such instructions and by written notice to the Company direct it to make such dividend payments to the Trustees.

7. Subscription Rights. In case any stock or other securities of the Company are offered for subscription to the holders of shares deposited hereunder, the Trustees, promptly upon receipt of notice of such offer, shall mail a copy thereof to each of the holders of the voting trust certificates. Upon receipt by the Trustees, at least five (5) days prior to the last day fixed by the Company for subscription and payment, of a request from any such registered holder of voting trust certificates to subscribe in such holder’s behalf, accompanied with the sum of money required to pay for such stock or securities (not in excess of the amount subject to subscription in respect to the shares represented by the voting trust certificate held by such certificate holder), the Trustees shall make such subscription and payment, and upon receiving from the Company the certificates for shares or securities so subscribed for, shall issue to such holder a voting trust certificate in respect of voting shares so received and shall mail or deliver such other stock or securities to the certificate holder in whose behalf the subscription was made, or may instruct the Company to make delivery directly to the certificate holder entitled thereto. In case any reduction of the voting shares of the Company shall have been duly authorized, the Trustees are hereby authorized

to make such surrender of shares of the Company held by the Trustees hereunder, pro-rata on behalf of all holders of voting trust certificates, as may be required under the terms pursuant to which such reduction is to be effected, and to receive and hold any and all voting shares of the Company issued in exchange for such surrendered shares and to distribute any cash or property other than voting shares received in exchange for such surrendered shares to the certificate holders entitled thereto. Following any such action, the voting trust certificates issued and outstanding pursuant hereto shall be deemed to represent a proportionately reduced number of shares.

8. Dissolution of Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Trustees shall receive the moneys, securities, rights, or property to which the holders of shares deposited hereunder are entitled, and shall timely distribute the same among the registered holders of voting trust certificates in proportion to their interests, as shown by the books of the Trustees, or the Trustees may in the Trustees’ discretion deposit such moneys, securities, rights, or property with any bank as the Trustees may select, with authority and instructions to distribute the same as above, provided that the Trustees shall continue-to hold the shares of any corporation as to which the Trustees then hold hereunder (including by reason of receipt from the Company upon such liquidation or dissolution) more than fifty percent (50%) of the aggregate voting stock in accordance with the provisions hereof as if such shares were voting shares of the Company.

9. Merger or Consolidation. Except as otherwise provided in Section 12 hereof, in the event the Company is merged into or consolidated with another corporation or shares of the Company are exchanged for shares of another corporation (including in connection with a reorganization of the Company), the Trustees shall receive and hold, as Trustees hereunder, any stock of such successor or other corporation received on account of the ownership of shares of the Company held hereunder prior to such merger, consolidation or exchange, provided that the Trustees shall distribute to the certificate holders entitled thereto the stock of the Company or of another corporation at such time as the ownership by the Trustees hereunder of stock of the Company or such other corporation is not greater than fifty percent (50%) of the voting stock thereof.

10. Rights of Trustees.

(a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates for cancellation, the Trustees shall possess and have the exclusive right, except as otherwise expressly provided in this Agreement or the Shareholders’ Agreement, to exercise, in person or by nominees or proxies of the Trustees, all Shareholders’ voting rights and powers in respect to all shares deposited hereunder, for any and every purpose, and to take part in or consent to any corporate or stockholders’ action of any kind whatsoever, as absolute owner of such shares. The Shareholders have hereby assigned to Trustees all voting rights that they otherwise might have had arising out of any

ownership of the shares, whether by operation of law or agreement. The right to vote shall include the right to vote for or against or to abstain with respect to the election of directors, and in favor of or against or to abstain with respect to any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of shareholders of the Company. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustees or to their nominees or proxies thereto appointed by the Trustees, mortgaging, creating a security interest in, and pledging of all or any part of the property of the Company, the lease or sale of all or any part of the property of the Company, for cash, securities, or other property, and the dissolution of the Company, or the consolidation, merger, reorganization, or recapitalization of the Company. It is further understood that: (i) action by the Trustees in voting or not voting stock deposited hereunder in instances where there are shareholders’ statutory rights of appraisal may effectively waive or terminate any such rights as to the shares represented thereby, and (ii) the Trustees, in taking part in, or consenting to, any corporate or stockholders’ action, as provided in this subparagraph, may enter into any agreements and take such actions which, in the determination of the Trustees, are reasonable, including, but not limited to, agreements which provide representations, warranties and covenants on behalf of Shareholders who are subject to this Voting Trust and provisions relating to indemnification for breach of such representations. Should there be any such agreements or provisions of the

type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefrom.

(b) In voting the shares held by the Trustees hereunder either in person or by nominees or proxies, each Trustee shall exercise the Trustee’s best judgment to exercise the vote of the Trustee with respect to suitable directors and officers of the Company (which may include the Trustees), or to the adequacy of any consideration to be received by the Company and its shareholders, and shall otherwise, insofar as the Trustees may be a shareholder of the Company, take such part or action in respect to the management of its affairs as the Trustees may deem necessary to the end that the Trustees may be advised on the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Trustees at any stockholders’ meeting, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all

liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other party.

(c) Unless otherwise agreed to by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees at any time, by-one-half of the Trustees. Written notice stating the place and time of any meeting of the Trustees shall be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall be given by hand delivery, first class mail, a nationally recognized courier service or United States Express Mail, or by facsimile, receipt confirmed. Notice shall be deemed to have been given (i) if delivered by hand, when delivered at the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the

Trustees for the purpose of notice and the appropriate answer back or confirmation is received. Any Trustee may participate in any meeting of the Trustees, be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which such Trustee might be entitled were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except as otherwise provided in paragraph 11 below, a majority of the Trustees shall be necessary to constitute a quorum for the transaction of business and all acts of the Trustees under this Voting Trust Agreement must be by unanimous consent.

11. Trustees and Successor Trustees.

(a) Any Trustee (and successor Trustees) may at any time resign by mailing to the registered holders of voting trust certificates a written resignation, to take effect ten (10) days thereafter or upon the prior acceptance thereof, provided that the resignation of a sole Trustee shall be effective only upon the acceptance of Trusteeship by a successor Trustee.

(b) At all times while the Trustees shall hold shares represented by Voting Trust Certificates owned directly or indirectly by DBrennan or DBrennan Permitted Donees, there shall be a DBrennan Family Trustee. The initial DBrennan Family Trustee shall be DBrennan. Upon the death or resignation of DBrennan as a Trustee hereunder, Eileen Brennan Oakley shall

become the DBrennan Family Trustee. If Eileen Brennan Oakley or any successor DBrennan Family Trustee shall fail or cease to act as Trustee hereunder, the next oldest child of DBrennan shall become the DBrennan Family Trustee.

JBrennan may designate by an acknowledged written instrument or by his last Will and Testament duly admitted to probate an individual or a series of individuals to act as his successor as Trustee hereunder upon his death or resignation as Trustee hereunder (or as successor to any such successor Trustee upon such successor Trustee’s death or resignation as Trustee hereunder) or if no such successor to JBrennan is so designated, JBrennan’s wife, Jean M. Brennan, shall act as successor Trustee to JBrennan, or if she shall fail to act as such successor trustee, the personal representative of JBrennan or JBrennan’s Estate, as the case may be, or the nominee of such personal representative shall act as successor Trustee to JBrennan. If Jean M. Brennan shall act as Trustee hereunder, she may designate by an acknowledged written instrument or by her last Will and Testament duly admitted to probate any child of JBrennan to act as her successor as Trustee (or as successor to any such successor Trustee) hereunder upon her death or resignation as Trustee hereunder (or the death or resignation of any such successor Trustee hereunder).

A final adjudication of incompetence of any individual acting as Trustee hereunder giving rise to the appointment of a custodian or other representative shall be deemed to be the resignation of such Trustee.

If at any time there shall be no Trustee hereunder, holders of voting trust certificates representing a majority in interest of all the shares then held hereunder shall appoint a successor Trustee.

(c) After the death or resignation of DBrennan and while JBrennan shall continue to act as Trustee hereunder, the vote of JBrennan shall constitute the unanimous vote of the Trustees under paragraph 10(c) in the event of any disagreement between JBrennan and the DBrennan Family Trustee regarding the voting of any stock held hereunder.

After the death or resignation as Trustee hereunder of both DBrennan and JBrennan and while Jean M. Brennan shall be acting as Trustee hereunder, the vote of Jean M. Brennan shall constitute the unanimous vote of the Trustees under paragraph 10(c) in the event of any disagreement between Jean M. Brennan and the DBrennan Family Trustee regarding the voting of any stock held hereunder with respect to the approval of an agreement which, with the necessary shareholder approval, would result in a Change of Control of the Company. For purposes of this Agreement, a Change of Control of the Company shall mean (i) the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, would not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to thirty percent (30%) or more of all votes (without consideration of the rights of any class of stock to elect directors by a separate class vote) to which all stockholders of the surviving corporation would be

entitled in the election of directors or where the members of the Board of Directors, immediately prior to the merger or consolidation, would not, immediately after the merger or consolidation, constitute a majority of the Board of the surviving corporation or (ii) the sale or other disposition of all or substantially all the assets of the Company.

For purposes of this paragraph (c), if notice of a meeting of Trustees and a description of matters to be voted on by the Trustees at such meeting has been given to the DBrennan Family Trustee not less than ten (10) days prior to the date set for such meeting and the DBrennan Family Trustee shall either fail to attend or participate in the meeting (unless such failure shall be in good faith and due to extenuating circumstances as to which the DBrennan Family Trustee shall have notified the JBrennan Family Trustee prior to the time set for such meeting) or shall fail to vote with respect to any of the matters to be voted on described in such notice, such failure shall be deemed to constitute a disagreement with respect to (i) all such matters described in the notice in the case of the failure of the DBrennan Family Trustee to attend or participate in the meeting or (ii) each matter as to which the DBrennan Family Trustee shall fail to vote if the DBrennan Family Trustee shall otherwise attend or participate in the meeting. If the DBrennan Family Trustee shall fail to attend or participate in the meeting under the circumstances described above, JBrennan or Jean M. Brennan, as the case may be, acting as the JBrennan Family Trustee shall alone constitute a quorum with respect to the vote on any matter described in such notice as to which the vote of such Trustee pursuant to this paragraph (c) would constitute the unanimous vote of the Trustees.

(d) At any time when the only Trustees acting hereunder shall be a DBrennan Family Trustee (other than DBrennan) and a JBrennan Family Trustee (other than JBrennan or Jean M. Brennan), the Trustees shall within thirty (30) days, acting jointly, appoint in writing an Independent Trustee to act as a Co-Trustee with them hereunder. For purposes of this Agreement, an Independent Trustee shall mean a person or entity who or which in the judgment of the Trustees making the appointment of such Independent Trustee (i) is experienced and sophisticated in financial management matters, (ii) has no relationship to the Company (and has had no such relationship within the three years prior to such appointment as Independent Trustee) that may interfere with the independent exercise of such Trustee’s powers hereunder and (iii) is not an immediate family member of either of the Trustees making the appointment of such Independent Trustee. For purposes of the preceding sentence an immediate family member with respect to any person means such person’s spouse, ancestors, descendants, siblings, mothers-in-law, fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and any person who shares such person’s home.

(e) The Trustees (including any Limited Voting Trustee as hereinafter defined) shall vote all shares held hereunder to elect DBrennan as a director of the Company if DBrennan shall have been nominated for such position and shall vote all such shares against the removal of DBrennan as director if he

shall then be so serving unless, in either case, (i) DBrennan shall have been adjudicated an incompetent and a custodian or other representative has been appointed, (ii) DBrennan is unable to perform his duties as a director due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other health-related cause for a cumulative period of twenty-six (26) weeks during the one-year period ending on the date set for the relevant vote, or (iii) the acts or omissions of DBrennan with respect to the Company have been finally adjudicated to constitute willful misconduct or gross negligence. This paragraph shall not be applicable if the Trustees (at least one of whom is a DBrennan Family Trustee) shall unanimously (without regard to paragraph 11(c) above) agree.

(f) The rights, powers, and privileges of the Trustees named hereunder (other than any such right, power and privilege granted specifically to a named individual under paragraph 11(c)) shall be possessed by the successor Trustees, with the same effect as though such successors had originally been parties to this Agreement. The word “Trustees”, as used in this Agreement, means the Trustees or any successor Trustees acting hereunder, and shall include both the single and the plural number.

(g) While DBrennan shall be acting as the DBrennan Family Trustee hereunder and there shall be in effect a DBrennan Family Trusts Voting Agreement (as hereinafter defined), the DBrennan Family Trusts Trustee (as hereinafter defined) shall act as the Limited Voting Trustee hereunder. The

Limited Voting Trustee shall be a Trustee the sole right of whom or which hereunder shall be the right to vote for or against or to abstain with respect to the election of directors of the Company. During any period when a Limited Voting Trustee shall be acting hereunder, DBrennan shall be precluded from participating in any decision of the Trustees to vote for or against or to abstain with respect to the election of directors of the Company which decision shall be made by JBrennan and the Limited Voting Trustee acting unanimously. Except as hereinabove provided, during any period when a Limited Voting Trustee shall be acting hereunder, all rights, powers and authorities of the Trustees hereunder (including the right to vote or abstain from voting on any matter other than the election of directors of the Company) shall be exercised exclusively by JBrennan and DBrennan as Trustees hereunder pursuant to the terms of this Agreement as though they were the sole Trustees acting hereunder.

For purposes of this Agreement, a DBrennan Family Trusts Voting Agreement shall mean any agreement between JBrennan and Eileen Brennan Oakley, as Trustee of any one or more of the trusts under The Brennan Family 1996 Trust Agreement dated February 16, 1996 or The Brennan Family 1997 Trust Agreement dated February 14, 1997 (referred to herein collectively as “the Trust Agreements”), pursuant to which JBrennan and the DBrennan Family Trusts Trustee (as hereinafter defined) are obligated to vote Company Shares held in the trust or trusts subject to such DBrennan Family Trusts Voting Agreement for directors of the Company by their unanimous decision during the term of such Agreement.

For purposes of this Agreement, the DBrennan Family Trusts Trustee shall mean at any time the Trustee then acting under the Trust Agreements who pursuant to the terms of such Trust Agreements has the exclusive power to vote all of the shares of Company stock held under both Trust Agreements. The initial DBrennan Family Trusts Trustee shall be Eileen Brennan Oakley.

Upon the earlier to occur of (i) DBrennan ceasing to act as the DBrennan Family Trustee hereunder and (ii) the termination of the DBrennan Family Trusts Voting Agreement, the Limited Voting Trustee shall cease to act hereunder and the provisions of this Agreement (including the provisions relating to successor Trustees under this paragraph 11) shall apply without regard to this subparagraph 11(g).

12. Term.

(a) This Agreement shall continue in effect until December 31, 2080 (subject to extension as hereinafter set forth) but shall terminate at any time upon the first to occur of the following events: (1) the execution and acknowledgment by the Trustees (acting unanimously if more than one) of a deed of termination (which may be as to all or any portion of the shares held hereunder), duly filed in the office of the Company; or (2) a merger or consolidation of the Company with another corporation or a sale or exchange of

voting shares of the Company unless immediately after such merger, consolidation or sale or exchange more than fifty percent (50%) of the voting stock of any of the following is held hereunder: (i) the Company, (ii) the surviving corporation in a merger or consolidation in which the Company does not survive, or (iii) in the case of an exchange of stock, the corporation the stock of which is acquired in exchange for voting shares of the Company; or (3) the liquidation or dissolution of the Company unless, immediately after such liquidation or dissolution, more than fifty percent (50%) of the voting stock of another corporation is held hereunder.

(b) At any time within one (1) year prior to the expiration of this Agreement as theretofore extended, the holders of a majority of the voting trust certificates hereunder may, by agreement in writing and with the written consent of the Trustees, extend the duration of this Agreement for an additional period not exceeding ten (10) years. In the event of such extension, the Trustees shall, prior to the time of expiration as hereinabove provided, as originally fixed, or as theretofore extended, as the case may be, file in the principal office of the Company, a copy of such extension agreement, and of the consent thereto, and thereupon the duration of this Agreement shall be extended for the period fixed by such extension agreement, provided, however, that no such extension agreement shall extend the term of this Agreement beyond the maximum period then permitted by applicable law or affect the rights, or obligations of persons not parties thereto.

13. Compensation and Reimbursement of Trustees. The Trustees shall serve without compensation, unless such compensation is authorized by a majority vote of the persons then holding voting trust certificates hereunder, but it is expressly agreed that the Trustees shall have the right to incur and pay such reasonable expenses and charges, to employ and pay such agents, attorneys, and counsel as the Trustees may deem necessary and proper with respect to the Trustees carrying out any of the Trustees’ duties under this Agreement or interpreting or exercising any of the Trustees’ powers under this Agreement. Any such expenses or charges incurred by and due to the Trustees paid by the Company, where the Company deems it appropriate to its interests, may be deducted pro rata from the dividends or other moneys or property received by the Trustees on the stock deposited hereunder. Nothing herein contained shall disqualify the Trustees or successor Trustees, or incapacitate any of them from serving the Company or any of its subsidiaries as officer or director, or in any other capacity, and in any such capacity receiving compensation.

14. Legend. All voting trust certificates issued pursuant to this Agreement shall be marked with the following legend:

“This certificate and the shares represented hereby are held subject to the terms, covenants and conditions of an Amended and Restated Voting Trust Agreement dated as of April 1, 2004 by and among the Company, certain of its Shareholders and John Brennan and Donald Brennan, and such persons’ successors in trust, as Voting Trustees.”

15. Meetings of Holders. The Trustees shall have no duty to hold meetings of holders of voting trust certificates, but the Trustees shall be entitled to

do so. Two (2) days written notice of every meeting of holders shall be given and such notice shall state the place, day, hour and purposes of such meeting, but any holder may waive such notice in writing, either before, during or after the meeting. No notice of any adjourned meeting need be given. Every such meeting shall be held at a place designated by the Trustees. The failure to hold meetings shall not in any manner or degree impair or reduce the authority of the Trustees hereunder.

16. Miscellaneous.

(a) Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(b) Controlling Law. This Agreement and all questions relating to its 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, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

(i) Unless otherwise in this Agreement specifically provided, any notice to or communication with the holders of the voting trust certificates hereunder shall be deemed to be sufficiently given or made if enclosed in postpaid wrappers (registered mail) addressed to such holders at their respective addresses appearing on the transfer books of the Trustee, and deposited in any post office or post office box, personally delivered with evidence of receipt or submitted to an overnight delivery service such as Federal Express or similarly recognized service and so addressed. The addresses of the holders of voting trust certificates, as shown on the transfer books of the Trustees, shall in all cases be deemed to be the addresses of voting trust certificate holders for all purposes under this Agreement, without regard to what other or different addresses the Trustees may have for any voting trust certificate holder on any other books or records of the Trustee. Every notice so given shall be effective, whether or not received; and the date of mailing shall be the date such notice is deemed given for all purposes.

(ii) Any notice of the Company hereunder shall be sufficient if enclosed in a postpaid wrapper and sent by registered mail, personally delivered with evidence of receipt, or submitted to Federal Express or similarly recognized service, to the Company addressed as follows:

ICT Group, Inc.

100 Brandywine Boulevard

Newtown, PA 18940

(iii) Except as otherwise provided herein, any notice to the Trustees hereunder may be enclosed in a postpaid wrapper and sent by registered mail, personally delivered with evidence of receipt, or submitted to Federal Express or similarly recognized service, to the Trustees, addressed to them at such addresses as may from time to time be furnished in writing to the Company by the Trustees, and if no such address has been so furnished by the Trustees, then to the Trustees in care of the Company.

(iv) All distributions of cash, securities, or other property hereunder by the Trustees to the holders of voting trust certificates may be made, in the discretion of the Trustees, by mail (regular or registered mail, as the Trustees may deem advisable), in the same manner as hereinabove provided for the giving of notices to the holders of voting trust certificates.

(d) Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, including future holders of voting trust certificates, and their respective heirs, personal representatives, successors and assigns. No party may sell, assign, transfer or encumber such party’s rights or obligations under this Agreement, the voting trust certificates or the shares represented thereby, without the prior written consent of the other parties hereto, except to the extent expressly permitted in this Agreement or the Shareholders’ Agreement. Neither the death, disability nor incapacity of a holder of voting trust certificates shall in any way remove the shares from being held by the Trustees under this Agreement.

(e) 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.

(f) 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, except as herein provided. 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.

(g) 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.

(h) Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.

(i) 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 (including the effective date of a notice or other communication given hereunder) 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.

(j) Counterparts. This Agreement may be executed in one or more counterparts all of which together shall constitute a single instrument.

IN WITNESS WHEREOF JBrennan and DBrennan, as Trustees and Shareholders, and the Company have signed and sealed this Amended and Restated Voting Trust Agreement.


Attest:		ICT GROUP, INC.

[illegible]	By:	/s/ John J. Brennan
, Secretary		John J. Brennan Chairman, President and Chief Executive Officer
Witness:

[illegible]		/s/ John J. Brennan	(SEAL)
		John J. Brennan Trustee and Shareholder

		/s/ Donald D. Brennan	(SEAL)
		Donald D. Brennan Trustee and Shareholder

EXHIBIT A

“No. VT-

ICT Group, Inc.

A Pennsylvania Corporation

Voting Trust Certificate for Capital Stock

This certifies that or registered assigns is entitled to all the benefits arising from the deposit with and transfer to the Trustees under the Amended and Restated Voting Trust Agreement hereinafter mentioned, of certificates for shares of the capital stock of ICT Group, Inc, a Pennsylvania corporation (hereinafter called the “Company”), as provided in such Amended and Restated Voting Trust Agreement and subject to the terms thereof and to the Amended and Restated Shareholders’ Agreement dated as of October 16, 2000. The registered holder hereof, or assigns, is entitled to receive payment, in the manner set forth in the Amended and Restated Voting Trust Agreement, equal to the amount of dividends, if any, received by the Trustees upon the number of shares of capital stock of the Company in respect of which this certificate is issued; provided, however, except to the extent provided above, that any dividends received by the Trustees in common or other stock of the Company having general voting powers shall be held by the Trustees under the Amended and Restated Voting Trust Agreement and shall be represented by voting trust certificates issued in form similar hereto. Until the Trustees shall have delivered

the shares of stock held under such Amended and Restated Voting Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Amended and Restated Voting Trust Agreement, the Trustees shall possess and shall be entitled to exercise all rights and powers of an absolute owner of such shares of stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the owner hereof, or such owner’s assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of an Amended and Restated Voting Trust Agreement dated as of April 1, 2004, between the Company and John J. Brennan and Donald P. Brennan, and such persons’ successors in trust, including any Limited Voting Trustee (the “Amended and Restated Voting Trust Agreement”), and certain Shareholders of the Company (copies of which Amended and Restated Voting Trust Agreement, and of every agreement amending or supplementing the same, are on file in the principal office of ,the Company, and shall be open to the inspection of any Shareholder of the Company, daily during business hours); to all the provisions of which Amended and Restated Voting Trust Agreement the holder of this certificate, and such holder’s heirs, personal representatives, successors and assigns, by acceptance hereof, assents and is bound as if such Amended and Restated Voting Trust Agreement had been signed by such person.

Subject to Sections 8, 9 and 12 of the Amended and Restated Voting Trust Agreement, in the event of the dissolution or total or partial liquidation of the Company, the moneys, securities or property received by the Trustees in respect of the shares of stock deposited under such Amended and Restated Voting Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown on the books of the Trustees.

Except as otherwise provided in Sections 9 and 12 of the Amended and Restated Voting Trust Agreement, in the event that any dividend or distribution other than in cash or shares of common or other stock of the Company having general voting powers is received by the Trustees, the Trustees shall distribute the same ratably to the registered holders of voting trust certificates, on the date of such distribution, in accordance with the number of shares represented by their respective voting trust certificates.

Share certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property representing such shares, shall be due and deliverable hereunder upon the termination of such Amended and Restated Voting Trust Agreement as provided therein.

The Amended and Restated Voting Trust Agreement shall continue in full force and effect until December 31, 2080 (subject to extension as hereinafter set forth), unless terminated prior thereto in accordance with the provisions of the Amended and Restated Voting Trust Agreement. The Amended and Restated Voting Trust Agreement may be extended for successive ten-year periods or such shorter periods as the parties may agree, as provided in Section 12 of the Amended and Restated Voting Trust Agreement.

This certificate is transferable on the books of the Trustees at the office of the Company (or elsewhere as designated by the Trustees) by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustees and on surrender of this certificate properly endorsed, subject to compliance with all applicable state and federal securities laws. Title to this certificate when duly endorsed shall, to the extent permitted by law and the Shareholders’ Agreement, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustees may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustees shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustees.

The word “Trustees” as used in this certificate means the Trustees (including any Limited Voting Trustee) or the successor Trustees acting under such Amended and Restated Voting Trust Agreement.

IN WITNESS WHEREOF, the Trustees have signed this certificate on , 20 .

John J. Brennan

Donald P. Brennan

(Form of Assignment):

For value received hereby assigns the within certificate, and all rights and interests represented thereby, to and appoints the Voting Trustees, as attorney to transfer this certificate on the books of the Trustees mentioned therein, with full power of substitution.

Dated:

(Seal)

In presence of:

____________________________

Note: The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration, enlargement, or any change whatever. All endorsements, in the discretion of the Trustees, shall be guaranteed by a bank or trust company satisfactory to the Trustees.”

EX-3 5 dex3.htm VOTING AGREEMENT Voting Agreement

Exhibit 3

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made as of April 1, 2004 by and among ICT Group, Inc., a Pennsylvania corporation, its successors and assigns (the “Company”), John J. Brennan (“Mr. Brennan”) and Eileen Brennan Oakley, as trustee (the “Trustee”) of all of the trusts (collectively, the “Trusts”) under The Brennan Family 1997 Trust Agreement dated February 14, 1997 and The Brennan Family 1996 Trust Agreement dated February 16, 1996 (collectively, the “Trust Agreements”).

Recitals

WHEREAS, the Trustee, pursuant to the provisions of the Trust Agreements, has the exclusive power to vote all of the shares of the common stock of the Company held in the Trusts (as of any date, all of such shares held in all of the Trusts, including shares acquired by any of the Trusts after the date hereof, as to which the Trustee has exclusive voting power pursuant to the terms of the Trust Agreements are referred to herein as the “Shares”);

WHEREAS, as of February 23, 2004, the Trustee has reported that she has voting and dispositive power and is the beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of 1,655,132 shares of the Company’s common stock;

WHEREAS, the Trustee has determined that it is in the best interests of the Trusts’ beneficiaries that all of the Shares be voted by unanimous consent with Mr. Brennan on all matters submitted to the Company’s stockholders that involve the election of members of the Board of Directors of the Company (the “Subject Matters”).

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, have agreed and do hereby agree with each other as follows:

1. Agreement to Vote. All of the Shares shall be voted in accordance with the unanimous decision of the Trustee and Mr. Brennan on all matters submitted to the Company’s stockholders that involve the Subject Matters. Such Shares shall be voted with respect to the Subject Matters pursuant to a proxy held by Mr. Brennan as described in paragraph 2 below. In his capacity as such proxyholder, Mr. Brennan is referred to herein as the “Proxyholder”. The Proxyholder shall vote the Shares with respect to the Subject Matters only as directed in a written instrument signed by both the Trustee and Mr. Brennan evidencing their unanimous agreement with respect to such direction.

2. Proxy. In furtherance of the purposes of this Agreement, the Trustee shall deliver to the Proxyholder a proxy in the form of Exhibit A to this Agreement (the “ Proxy”) upon the execution of this Agreement. The Proxy shall apply only to matters submitted to the Company’s stockholders that involve the Subject Matters and shall not apply to any other matter as to which the Shares are required to be, or may be, voted upon.

3. Other Proxies Revoked. The Trustee hereby warrants that any proxies heretofore given in respect of the voting of the Shares on the Subject Matters are not irrevocable, and that all such proxies are hereby revoked.

4. Covenants of the Company. The Company agrees to take all actions reasonably required to effectuate the rights granted to the Proxyholder hereunder by the Trustee. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate.

5. Termination and Revocation. This Agreement and the Proxy shall terminate on the first to occur of:

(a) the death or incapacity of Mr. Brennan;

(b) the revocation of this Agreement by Mr. Brennan, which revocation may be made at any time and shall be effected by delivery to the Trustee of a written instrument of revocation signed by Mr. Brennan;

(c) the revocation of this Agreement by the Trustee or any successor to the Trustee who or which, pursuant to the terms of the Trust Agreements (without regard to this Agreement), has the exclusive power to vote all of the Shares, which revocation may be made at any time and shall be effected by delivery to Mr. Brennan of a written instrument of revocation signed by the Trustee or such successor; and

(d) such time as no single trustee has the exclusive power pursuant to the terms of the Trust Agreements (without regard to this Agreement) to vote all of the Shares.

6. Relief. The Company, Mr. Brennan and the Trustee acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically its provisions in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity.

7. General Provisions.

(a) Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.

(b) Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or three (3) days after being mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

ICT Group, Inc.

100 Brandywine Boulevard

Newtown, PA 18940

Attention: Mr. John J. Brennan

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Stephen M. Goodman, Esquire

Telecopy: (215) 963-5000

If to Trustee, to:

Ms. Eileen Brennan Oakley

46 Hoaglands Lane

Old Brookville, NY 11545

With a required copy to:

Robert W. Weaver, Esq.

Davis Polk & Wardwell

1300 I Street, NW

Suite 1000E

Washington, DC 20005

If to Mr. Brennan (including in his capacity as Proxyholder), to:

Mr. John J. Brennan

c/o ICT Group, Inc.

100 Brandywine Boulevard

Newtown, PA 18940

With a required copy to:

Clifford D. Schlesinger, Esq.

Wolf, Block Schorr and Solis-Cohen LLP

1650 Arch Street, 22^nd Floor

Philadelphia, PA 19103-2097

or to such other names or addresses as the Company, Trustee or Mr. Brennan, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 7(b).

(c) Entire Agreement; Contents of Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to the subject matter herein and merges all prior discussions among the parties with respect thereto. Except as otherwise provided herein, this Agreement cannot be modified or extended except upon written amendment executed by the Trustee, the Company and Mr. Brennan.

(d) Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of any successor to the Trustee under the Trust Agreements who or which, pursuant to the terms of the Trust Agreements, has exclusive power to vote all of the Shares.

(e) Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.

(f) Further Assurances. The Company and the Trustee agree to execute and deliver to the Proxyholder, upon request, such other instruments and documents as the Proxyholder may reasonably request from time to time which are consistent with the purposes of this Agreement in order to more fully effectuate the purposes of this Agreement.

(g) Miscellaneous. All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. The Trustee and Mr. Brennan agree upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(h) This Agreement may be signed in one or more counterparts all of which shall together constitute a single instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.


		ICT GROUP, INC.

		By:		./s/ John J. Brennan
				Name: Mr. John J. Brennan
				Title: Chief Executive Officer

		By:		/s/ John J. Brennan
				John J. Brennan, Individually and as Proxyholder

		TRUSTEE

		By:		/s/ Eileen Brennan Oakley
		Name:		Eileen Brennan Oakley
		Title:		Trustee under each of The Brennan Family 1997 Trust Agreement and The Brennan Family 1996 Trust Agreement

EXHIBIT A

TO VOTING AGREEMENT

PROXY

This Proxy is given by the undersigned Eileen Brennan Oakley, as trustee (the “Trustee”) of the trusts under The Brennan Family 1997 Trust Agreement and The Brennan Family 1996 Trust Agreement to John J. Brennan (the “Proxyholder”) pursuant to a Voting Agreement (the “Voting Agreement”) of this same date among Trustee, John J. Brennan and ICT Group, Inc., a Pennsylvania corporation, its successors and assigns (the “Company”) and shall be governed by the terms of the Voting Agreement.

1. Proxy.

a. Trustee appoints the Proxyholder as Trustee’s true and lawful attorney and proxy, with full power of substitution, for and in Trustee’s name, to vote and otherwise act with respect to all of the shares of stock of the Company that are subject to the provisions of the Voting Agreement (the “Shares”) on all matters submitted to the Company’s stockholders that involve the election of members of the Board of Directors of the Company (the “Subject Matters”) at all annual, special, and other meetings of stockholders of the Company (or by written consent in lieu thereof) and at any other time the Shares are required to be, or may be, voted with respect to the Subject Matters.

b. The appointment and proxy granted to the Proxyholder by Section 1(a) of this Proxy is coupled with an interest and shall terminate only as provided in Section 2 or pursuant to Section 3(c) of this Proxy.

c. This Proxy relates to all voting rights (whether limited, fixed, or contingent), involving the election of members of the Board of Directors with respect to the Shares and does not relate to any other right incident to the ownership of the Shares (including, without limitation, the right to receive dividends and any other distributions on the Shares).

d. In the event that (i) the proxy granted in Section 1(a) is determined by a court of competent jurisdiction to be unenforceable or (ii) the Trustee and Mr. Brennan are unable to unanimously agree on the voting or any other action with respect to the Subject Matters, each of the Trustee and the Proxyholder agrees to abstain from such vote or other action, as the case may be.

2. Term. This Proxy shall terminate upon the termination of the Voting Agreement.

3. Miscellaneous.

a. Proxyholders’ Obligation. This Proxy must be exercised by Proxyholder in accordance with the terms and conditions of the Voting Agreement.

b. Benefit and Burden. This Proxy shall be binding upon the Trustee, and shall inure to the benefit of Proxyholder.

c. Revocation. This Proxy may be revoked–at–will in accordance with Sections 1759 and 1768 of the Pennsylvania Business Corporation Law.

d. Waiver. The failure of Trustee or Proxyholder, or both, to comply, or insist upon compliance, with any provision of this Proxy at any time shall not be deemed (a) to affect the validity or enforceability of this Proxy, (b) to be a waiver of any other provisions of this Proxy at that time or (c) to be a waiver of that provision or any other provisions of this Proxy at any other time.

e. Governing Law. This Proxy shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to the conflict of laws provisions thereof.

IN WITNESS WHEREOF, Trustee has executed this Proxy as of April 1, 2004.


WITNESS:		TRUSTEE

		/s/ Eileen Brennan Oakley

Name		Name: Eileen Brennan Oakley
		Title: Trustee under each of The Brennan Family 1997 Trust Agreement and The Brennan Family 1996 Trust Agreement

The undersigned John J. Brennan hereby accepts this Proxy as the Proxyholder upon the terms and conditions set forth herein and in the Voting Agreement.

/s/ John J. Brennan

John J. Brennan, Proxyholder

EX-4 6 dex4.htm SHAREHOLDERS' AGREEMENT Shareholders' Agreement

Exhibit 4

ICT GROUP, INC.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

This AGREEMENT dated as of October 16, 2000 between and among ICT GROUP, INC., a Pennsylvania Corporation (the “Company”) and JOHN J. BRENNAN (“JBrennan”) and DONALD P. BRENNAN (“DBrennan”) (JBrennan and DBrennan are sometimes hereinafter together called the “Original Shareholders” and individually, an “Original Shareholder”) and the persons listed on Exhibit A hereto (the Original Shareholders, together with such persons listed on Exhibit A and any other person or entity which may hereafter become a shareholder of the Company and which may hereafter become a party to this Agreement, are sometimes collectively called the “Shareholders” and individually, a “Shareholder”).

INTRODUCTION

The Company has authorized 40,000,000 shares of Common Stock, $.01 par value, of which 11,925,200 are outstanding (the “Voting Shares”) and has authorized 5,000,000 shares of Preferred Stock, $.01 par value, of which no shares are currently outstanding.. The Shareholders presently own shares of the Company’s Common Stock and may in the future own additional shares of the Company’s capital stock. As of February 2, 1996, the date of the previous amendment and restatement of this Agreement, each of the Original Shareholders

owned both voting and non-voting shares of the Company. As of February 2, 1996, the Original Shareholders entered into a Voting Trust Agreement as Shareholders and Co-Trustees and each of them transferred all of his voting shares to the Voting Trust in exchange for Voting Trust Certificates (the voting shares transferred to the Voting Trust as of February 2, 1996 are herein referred to as “Original Voting Trust Shares” and all of the shares of the Company and the Voting Trust Certificates are herein collectively referred to as, whether now or hereafter held, the “Shares”). Pursuant to a subsequent recapitalization of the Company, each of the Original Shareholders acquired additional voting shares and transferred such additional voting shares to the Voting Trust pursuant to the terms of this Agreement as then in effect. As of the date hereof, DBrennan holds Voting Trust Certificates representing 2,250,000 Shares of Company stock (all of which are Original Voting Trust Shares) and JBrennan owns Voting Trust Certificates representing 4,096,500 Shares of Company stock (of which 2,250,000 are Original Voting Trust Shares).

The Shareholders and the Company have agreed that it would be in their best interests to amend and restate their Shareholders’ Agreement of April 13, 1987 as further amended and restated on February 2, 1996 in order to reflect in writing the restrictions on the transfer of the Shares and obligations relating to the disposition of the Shares which each will have to the other as follows:

NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound hereby, the Shareholders and the Company agree as follows:

1. Restrictions on Transfer and Issuance.

(a) Restrictions on Shareholders. No Shareholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber (“Transfer”), in any way or manner whatsoever, whether voluntary or involuntary, any of the Shares now or hereafter owned (of record or beneficially) by him or her except as expressly provided in this Agreement and in accordance with its terms and conditions or, subject to subparagraph 2(d) hereof, in connection with a sale of Company stock pursuant to a registration statement filed under federal securities laws (a “Public Offering”).

(b) Restrictions on the Company.

(i) The Company shall not cause or permit the transfer of any Shares of the Company to be made on its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, a sale of Shares of the Company pursuant to a Public Offering or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company.

(ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action.

(iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “the Selling Brennan Shareholders”) to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Brennan Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Brennan Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered.

(iv) Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering of Company Stock to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of

Directors (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility) of the Company.

(v) The Company shall not enter into any agreement relating to registration rights with respect to Company Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than identical to registration rights with respect to Shares owned by JBrennan and his Permitted Donees.

2. Shareholder’s Limited Right to Dispose of Shares.

(a) Permitted Transfers. A Shareholder may transfer, sell, assign, donate, bequeath or otherwise dispose of Shares held by such Shareholder (or represented by a Voting Trust Certificate held by such Shareholder) to a Permitted Donee (any such transfer, sale, assignment, donation or other disposition is referred to herein as a “Transfer”) provided that the Permitted Donee shall execute a Joinder to this Agreement (in the form attached hereto as Exhibit B) prior to or contemporaneously with the transfer of the Shares or the Voting Trust Certificate or Certificates representing such Shares and agree to be bound thereafter by all of the terms and provisions of this Agreement.

(b) Permitted Donee Defined.

(i) Permitted Donees of Original Shareholders. With respect to an Original Shareholder, a Permitted Donee is any of (A) the wife and descendants of such Original Shareholder and (B) a trust of which any of the Original Shareholders and persons described in the preceding clause (A) are the sole beneficiaries (such Permitted Donees are referred to herein from time to time as the context requires as “DBrennan Permitted Donees” or “JBrennan Permitted Donees”).

(ii) Permitted Donees of Other Shareholders. With respect to a Shareholder other than an Original Shareholder, a Permitted Donee is any of (A) the Original Shareholder who is the ancestor of such Shareholder (or the ancestor of the beneficiary or beneficiaries of such Shareholder if the Shareholder is a Trust), (B) the wife and descendants of such Original Shareholder, (C) the descendants of such Shareholder and (D) a trust of which any of the persons referred to in the preceding clauses (A),(B) and (C) are the sole beneficiaries.

(i) Bona Fide Offer to Purchase Shares. If any Shareholder shall at any time during his lifetime desire to sell all or any of his Shares to any person other than a Permitted Donee of such Shareholder, such Shareholder (hereinafter sometimes called the “Selling Shareholder”) shall obtain a bona fide written offer which he desires to accept (hereinafter called the “Offer”) to purchase Shares owned by such Shareholder for a fixed cash price (which may

be payable over time). Any such Offer may be with respect to all, or less than all, of such Selling Shareholder’s Shares provided that any such Offer with respect to Original Voting Trust Shares held in the Voting Trust for the benefit of JBrennan or a JBrennan Permitted Donee (or Voting Trust Certificates representing any such shares) must also include an offer to purchase an equal number of Original Voting Trust Shares then held in the Voting Trust for the benefit of DBrennan and DBrennan Permitted Donees (or Voting Trust Certificates representing such shares) (such shares herein referred to as the “DBrennan Tag Along Shares”) at the same price and on the same terms. Each of DBrennan and the DBrennan Permitted Donees who holds one or more Voting Trust Certificates as of the date of the offer shall be deemed to be the offeree (and may accept or reject such offer in his, her, their or its sole discretion) with respect to that number of DBrennan Tag Along Shares determined by multiplying the aggregate number of DBrennan Tag Along Shares by a fraction, the numerator of which is the number of Original Voting Trust Shares then held in the Voting Trust beneficially owned by such offeree and the denominator of which is the aggregate number of Original Voting Trust Shares then held in the Voting Trust beneficially owned by DBrennan and all DBrennan Permitted Donees. An offer to purchase DBrennan Tag Along Shares shall not be subject to this paragraph 2(c). The Offer shall set forth its date, the proposed price per Share, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the prospective purchaser. “Prospective Purchaser” as used herein shall mean the

prospective record owner or owners of the Shares subject of the Offer and all other persons and entities proposed to have a beneficial interest in such Shares. The Selling Shareholder shall transmit copies of the Offer to the Company and to the other Shareholders (“Offeree Shareholders”) within seven (7) days after his or her receipt of the Offer.

(ii) Options of the Offeree Shareholders. Transmittal of the Offer to the Offeree Shareholders by the Selling Shareholder shall constitute an offer by the Selling Shareholder to sell all, but not less than all, of his or her Shares as to which the Offer is made to the Offeree Shareholders at the price and upon the terms set forth in Paragraph 4. For a period of sixty (60) days after the submission of the Offer to the Offeree Shareholders, the Offeree Shareholders shall have the option, exercisable by written notice to the Selling Shareholder with a copy to each of the other Shareholders and to the Company, to accept the Selling Shareholder’s offer. Each Offeree Shareholder who shall exercise this option shall agree, by doing so, to purchase that proportionate part of the Selling Shareholder’s remaining Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all Offeree Shareholders (or in such proportions as the Offeree Shareholders may agree among themselves).

(iii) Further Options of Offeree Shareholders. In the event that one (1) or more of the Offeree Shareholders does not exercise his or her option in accordance with subparagraph 2(c)(ii), the Offeree Shareholders who exercised their options pursuant to subparagraph 2(c)(ii) shall have further options

for a period of thirty (30) additional days following expiration of the sixty-day period set forth in subparagraph 2(c)(ii) to accept the Selling Shareholder’s offer as to the Selling Shareholder’s then remaining Shares, and each such Offeree Shareholder who shall exercise this further option shall agree, by doing so, to purchase that proportionate part of the Selling Shareholder’s then remaining Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all of the Offeree Shareholders exercising their option pursuant to this subparagraph 2(c)(iii) (or in such other proportions as such Offeree Shareholders may agree among themselves).

(iv) Option of Company. In the event that the Offeree Shareholders do not exercise their options with respect to all of the Shares in accordance with subparagraphs 2(c)(ii) or 2(c)(iii), the Selling Shareholder shall, upon notice from the Offeree Shareholders of their decision not to accept the Selling Shareholder’s offer as to all of the Shares, or upon expiration of the sixty-day option period referred to in subparagraph 2(c)(ii) if all Offeree Shareholders fail to give notice or exercise their options as aforesaid, or at the end of the cumulative ninety (90) day options periods described in subparagraphs 2(c)(ii) and 2(c)(iii) if any Offeree Shareholder exercised his option pursuant to 2(c)(ii), be deemed to have offered in writing to sell all, but not less than all, of his remaining Shares as to which the Offer relates (those not to be sold to the Offeree Shareholders) to the Company at the price and upon the terms set forth in Paragraph 4 at which time the Company shall have the option for a period of thirty

(30) days, exercisable by written notice to the Selling Shareholder with a copy to the Offeree Shareholders, to accept the Selling Shareholder’s Offer as to the Selling Shareholder’s remaining Shares.

(v) Acceptance of the Bona Fide Offer. If, at the end of the option periods described in subparagraphs 2(c)(ii) through 2(c)(iv), options have not been exercised by the Offeree Shareholders and/or the Company to purchase all of the Selling Shareholder’s Shares as to which the Offer relates, then any options so exercised shall be null and void and the Selling Shareholder shall be free for a period of forty (40) days thereafter to sell all, but not less than all, of his or her Shares as to which the Offer relates to the prospective purchaser at the price and upon the terms and conditions set forth in the Offer. If such Shares are not so sold within the aforesaid forty-day period, the Selling Shareholder shall not be permitted to sell such Shares without again complying with this Paragraph 2.

(d) Special Rules Relating to Shares Held in Voting Trust.

(i) Except as otherwise provided herein, no Shareholder shall, without the unanimous consent of the Voting Trust Trustees, Transfer any Original Voting Trust Shares or Voting Trust Certificates representing such Original Voting Trust Shares other than (A) to a Permitted Donee of such Shareholder, (B) pursuant to subparagraph 2(d)(iii) hereof or (C) pursuant to paragraph 3 hereof; provided, however, that JBrennan may sell Original Voting Trust Shares pursuant to subparagraph 2(c) without the consent of the Voting Trustees and, in the case of such a sale, DBrennan and/or DBrennan

Permitted Donees may sell Original Voting Trust Shares which are DBrennan Tag Along Shares as defined in such subparagraph 2(c) without the consent of the Voting Trust Trustees.

(ii) Any transfer by any Shareholder of an interest in the Original Voting Trust Shares to an Original Shareholder, a permitted Donee of an Original Shareholder or the Company which is permitted under the terms of this Agreement while such Shares continue to be held in the Voting Trust shall be accomplished and documented solely by a transfer of the Voting Trust Certificate(s) representing such Original Voting Trust Shares and such Shares shall continue to be held in the Voting Trust in accordance with the terms of this Agreement and of the Voting Trust. A sale of Original Voting Trust Shares made in accordance with the provisions of this Agreement to a purchaser other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company shall entitle such purchaser to take title to such Shares free of the Voting Trust.

(iii) If the value of any Shares (including Shares represented by Voting Trust Certificates) is includible in the taxable estate of DBrennan, DBrennan’s wife, JBrennan or JBrennan’s wife, for purposes of the determination of any estate, inheritance or other death taxes, the executor of such individual’s Will (or other fiduciary or person who is the registered owner of the Shares or Voting Trust Certificates representing such Shares and who is primarily responsible for the payment of or reimbursement for such taxes imposed with

respect to such Shares) may sell a sufficient number of such Shares to pay or reimburse for such taxes (taking into account any income taxes which may become payable by reason of such sale). Any such sale shall be made subject to the provisions of subparagraph 2(c) hereof, but without any requirement that an Offer to purchase Original Voting Trust Shares includible in the taxable estate of JBrennan or JBrennan’s wife must also include an offer to purchase shares (or Voting Trust Certificates) of any other Shareholder. Shares sold pursuant to this subparagraph shall be Shares other than Original Voting Trust Shares to the maximum extent possible. For purposes of this subparagraph, the amount of any estate, inheritance or other death tax imposed with respect to Shares includible in the taxable estate of DBrennan, DBrennan’s wife, JBrennan or JBrennan’s wife shall be the excess of the amount of such tax, and the interest and penalties thereon, actually paid over the amount of such tax, and interest and penalties thereon, which would have been payable if such Shares were not included in the taxable estate and if any deduction allowed in respect thereof had not been allowed.

(e) Shares of Controlled Corporation. This paragraph 2 shall apply to shares of any corporation other than the Company of which more than 50% of the voting stock (i) was acquired in a merger or consolidation with the Company, by a sale of Company assets or in one or more exchanges for Company stock and (ii) is held in the aggregate by any combination of the Original Shareholders, their Permitted Donees and the Company (hereinafter referred to as a “Controlled Corporation”) as if such shares were shares of the Company.

3. Transfer by Operation of Law; Entry of Divorce Decree.

(a) The parties agree that the interests of the Company and its Shareholders would be seriously affected by any sale or disposition of any Shareholder’s Shares (including Shares owned by a Permitted Donee) by any legal or equitable proceedings against such Shareholder. Accordingly, it is hereby covenanted and agreed that in the event that: (i) any Shareholder shall be adjudicated a bankrupt; (ii) bankruptcy, insolvency, reorganization, arrangement, debt adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature, are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings; (iii) there is an entry of a decree or order for relief by a court having jurisdiction in the premises in respect of any Shareholder in an involuntary case under the Federal bankruptcy laws against any Shareholder or any Shareholder commences a voluntary case under such laws; (iv) any of the Shares of any Shareholder are attached; (v) any judgment is obtained in any legal or equitable proceeding against any Shareholder and the sale of any of his Shares is threatened under legal process as a result of such judgment; or (vi) any execution process is issued against any Shareholder’s Shares, then and in any such event, the other Shareholders and the Company shall have options to

purchase such Shareholder’s Shares in accordance with the provisions of subparagraphs 2(c)(ii) through 2(c)(iv) in the same manner as if the other Shareholders and the Company had received notice of an Offer under subparagraphs 2(c)(ii) through 2(c)(iv) on the date that the Company receives notice of an event described above. The price and terms of purchase pursuant to the exercise of options granted in this Paragraph 3 shall be those set forth in subparagraph 4(b).

(b) Upon the entry of a decree or judgment of divorce or dissolution, or the execution of a separate maintenance, property settlement or separation agreement which involves the sale or transfer of all or a portion of a Shareholder’s Shares (including Shares previously transferred pursuant to Paragraph 2), then and in such event, the other Shareholders and the Company shall have options to purchase such Shareholder’s Shares that are subject to sale or transfer under such decree, judgement or agreement in accordance with the provisions of subparagraphs 2(c)(ii) through 2(c)(iv) in the same manner as if the other Shareholders and the Company had received notice of an Offer under subparagraphs 2(c)(ii) through 2(c)(iv) on the date that the Company receives notice of an event described above. The price and terms of purchase pursuant to the exercise of options granted in this Paragraph 3 shall be those set forth in subparagraph 4(b).

4. Purchase Price and Terms; Settlement.

(a) Settlement for the purchase of Shares by the Company or by a Shareholder pursuant to the options granted in subparagraphs 2(c)(ii) through 2(c)(iv) shall be made within sixty (60) days following the date of exercise of the last option exercised. If the Selling Shareholder is selling pursuant to a bona fide written offer, the purchase price per Share and the terms of payment shall be the price per Share contained in the Offer referred to in subparagraph 2(c)(i), payable upon the terms of payment contained in the Offer. With respect to the election of a purchaser to purchase Shares at the price and upon the terms of payment contained in the Offer, “terms of payment” shall mean the times of payments of principal and interest subsequent to settlement, the interest rate with respect to the deferred purchase price, and any collateral security for the payment of deferred purchase price; the purchaser shall not be obligated to provide any equivalent with respect to escrow provisions or other terms of the Offer. Any collateral security to be provided by the purchaser need not be of the same character as the collateral security provided for in the Offer if such collateral security is unique, but shall reasonably approximate the value of the collateral security provided for in the Offer; provided, however, that the collateral security to be provided by a purchaser need not under any circumstances exceed in value by more than ten percent (10%) the amount of principal payable subsequent to settlement.

(b) Settlement for the purchase of Shares by the Company or by a Shareholder pursuant to the options granted in Paragraph 3 shall be within

sixty (60) days following the date of exercise of the last option exercised. The purchase price per share and the terms of payment shall be the Fair Market Value of such Shares (as determined by and defined in subparagraph 4(c)) payable in twenty (20) successive equal quarter-annual installments of principal commencing on the settlement date, together with quarter-annual payments of interest on the unpaid principal balance at the Interest Rate (as defined in Paragraph 8).

(c) Fair Market Value; Appraiser. For purposes of this Agreement, as of any date, the Fair Market Value of a Share shall be the value of the entire Company as of such date divided by the number of outstanding Shares as of such date. The value of the Company shall be determined by an independent appraiser experienced in valuing closely-held businesses similar to the Company’s business employing a methodology substantially similar to that methodology employed by Gabriel Nagy in an appraisal dated March 17, 1995 (valuing the Company as of February 28, 1995) and attached hereto as Exhibit C. The independent appraiser shall be chosen by the Selling Shareholder from a list of three such appraisers supplied to the Selling Shareholder by the Company. The decision of the independent appraiser chosen by the Selling Shareholder pursuant to this Section shall be binding on all the parties to this Agreement. The cost of such appraisal shall be paid by the Company.

(d) All settlements for the purchase and sale of Shares pursuant to the options granted in subparagraphs 2(c)(ii) through 2(c)(iv) and pursuant to Paragraph 3 shall, unless otherwise agreed to by all of the Prospective Purchasers

and Selling Shareholders, be held at the principal executive offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Prospective Purchaser or Purchasers (within the time limits allowed by the provisions of this Agreement) by notice in writing to the Selling Shareholder(s) given at least five (5) days in advance of the settlement date specified. In the event that the Prospective Purchaser(s) or Selling Shareholder(s) involved in a settlement cannot agree on a precise time of settlement, the precise time of settlement (within the time limits allowed by the provisions of this Agreement) shall be fixed by the President of the Company by five (5) or more days’ written notice to the Prospective Purchasers and Selling Shareholders.

5. Purchase of DBrennan’s Shares Upon His Death.

(a) Purchase by JBrennan or JBrennan Permitted Donee. Beginning on the date of death of DBrennan and ending on the date which is one hundred and eighty (180) days after DBrennan’s date of death, JBrennan (only if he is then living) shall have the option to purchase the Shares held directly or indirectly by DBrennan’s estate or any DBrennan Permitted Donee (collectively, “DBrennan’s Shareholders”), any such purchase to be on the terms and conditions set forth herein. JBrennan may assign all or any portion of the option hereunder to a JBrennan Permitted Donee, provided that any such assigned option may be exercised only during the lifetime of JBrennan (any of JBrennan or a JBrennan Permitted Donee who purchases Shares pursuant to this Paragraph 5 is hereinafter referred to as a “JBrennan Purchaser” and any DBrennan Shareholder who sells

Shares pursuant to this paragraph 5 is hereinafter referred to as a “DBrennan Seller”). The purchase price of any Shares purchased pursuant to this subparagraph 5(a) shall be the Fair Market Value of such Shares (as determined pursuant to subparagraph 4(c)) as of the date the JBrennan Purchaser delivers written notice to each DBrennan Shareholder that such JBrennan Purchaser is exercising the option hereunder (any such purchase and sale pursuant to this subparagraph 5(a) is hereinafter referred to as an “Estate Sale”). Any purchase pursuant to this subparagraph 5(a) shall be made from each DBrennan Shareholder in proportion to such DBrennan Shareholder’s percentage ownership of the total number of Shares owned by all DBrennan Shareholders immediately prior to such purchase.

(b) [intentionally left blank]

(i) Obligation to Pay Deferred Consideration. Upon the occurrence of a Realization Event within five (5) years following an Estate Sale, an amount determined hereunder, if any, shall be payable as deferred consideration (“Deferred Consideration”) to each DBrennan Seller in such Estate Sale on such terms and conditions as hereinafter set forth. No Deferred Consideration shall be payable with respect to a Realization Event that occurs more than five (5) years after an Estate Sale.

(ii) Realization Event Defined. For purposes of this subparagraph (c), a Realization Event shall mean (A) the agreement to sell all or

substantially all of the assets of the Company (an “Asset Sale”) if such sale is consummated, (B) the agreement by JBrennan and/or his Permitted Donees to sell, directly or indirectly, collectively seventy-five percent (75%) or more of the Company stock owned by all such persons (a “Stock Sale”) (including by merger or other disposition for consideration) if such sale is consummated, or (C) receipt by the Company or the Shareholders of the proceeds from a sale of the Company’s common stock pursuant to a Public Offering.

(iii) Amount of Deferred Consideration. The Deferred Consideration payable in connection with a Realization Event shall be an amount equal to a percentage of the excess, if any, of (A) the DBrennan Seller’s Constructive Interest in the Realization Event over (B) the face value of consideration received by such DBrennan Seller in the related Estate Sale (or, in the case of a second or subsequent Public Offering, the sum of the consideration received by such DBrennan Seller in such Estate Sale and all Deferred Consideration subsequently received by such DBrennan Seller with respect to such Estate Sale). The percentage referred to in the preceding sentence shall be one hundred percent (100%) if the Realization Event occurs within three (3) years after such Estate Sale, seventy-five percent (75%) if the Realization Event occurs within the fourth year following such Estate Sale and fifty percent (50%) if such Realization Event occurs within the fifth year following such Estate Sale.

(iv) Constructive Interest in Realization Event. For purposes of subparagraph (c)(iii), a DBrennan Seller’s Constructive Interest in a

Realization Event with respect to an Estate Sale shall be the percentage of the Company’s stock sold by such DBrennan Seller in such Estate Sale (adjusted to take account of any Shares sold by the Company in a Public Offering after such Estate Sale) multiplied by the total value of the Company as of the date of such Realization Event determined as follow:

(A) Asset Sale. The value of the Company at the time of an Asset Sale shall be the purchase price paid for the assets sold plus the book value of the remaining assets of the Company as of the end of the calendar month immediately preceding the sale less any fixed liabilities as shown on the books of the Company as of the date of the Asset Sale and the potential cost to the Company of its contingent liabilities as of the date of the Asset Sale as then determined by the Board of Directors of the Company in good faith. If the purchase price paid for such assets includes any non-cash consideration, the fair market value of such consideration shall be determined by an appraiser selected pursuant to subparagraph 4(c) and the cost of such appraisal shall be borne by the Company.

(B) Stock Sale. The value of the Company at the time of a Stock Sale shall be the price per share paid for the shares multiplied by the number of shares of common stock of the Company then outstanding. If the purchase price paid for such common stock includes any non-cash consideration, the fair market value of such consideration shall be determined by an appraiser selected pursuant to subparagraph 4(c) and the cost of such appraisal shall be borne by persons selling the common stock.

(C) Public Offering. The value of the Company at the time of a Public Offering shall be (a) the price per share at which the Shares are sold at the closing of the Public Offering less any allocable brokers’ or underwriters’ commissions per share multiplied by (b) the number of common stock shares outstanding immediately after the closing of the Public Offering.

(d) Purchase of Shares and Payment of Deferred Consideration.

(i) Settlement. Settlement for purchase of Shares under this Paragraph 5 shall be made within thirty (30) days after the date on which the JBrennan Purchaser gives written notice to all DBrennan Shareholders that such JBrennan Purchaser is exercising the option to purchase under subparagraph 5(a). Any such settlement shall, unless otherwise agreed to by all the parties, be held at the principal executive offices of the Company during regular business hours. The precise date and hour shall be fixed by JBrennan, within the time limits allowed by the provisions of this Agreement, by notice in writing to each DBrennan Shareholder given at least five (5) days in advance of the settlement date specified.

(ii) Transfer of Stock Certificates. At any settlement pursuant to this Agreement, the stock certificate or certificates representing the Shares being sold shall be delivered by the DBrennan Seller to the JBrennan Purchaser, duly endorsed for transfer or with executed stock powers attached, with

any necessary documentary and transfer tax stamps affixed by the DBrennan Seller. If the transfer is pursuant to this Paragraph 5, the personal representatives of DBrennan’s estate shall, upon request of a JBrennan purchaser, provide prior to the date of settlement, evidence reasonably satisfactory to such JBrennan Purchaser of the seller’s legal status as such personal representatives.

(iii) Payment of Purchase Price.

(A) Issuance of Promissory Note. Each JBrennan Purchaser of Shares shall pay the cash portion, if any, of the purchase price at settlement. In addition, each JBrennan Purchaser shall issue a promissory note, in the form attached hereto as Exhibit D to the DBrennan Seller whereby such JBrennan Purchaser agrees (A) to pay the unpaid portion, if any, of the purchase price, such amount to bear interest at the Interest Rate (as defined in Paragraph 8) and to be paid over ten (10) years in equal annual installments, provided that all amounts payable under the promissory note shall become immediately due and payable on the settlement of a cash sale of stock (including a Public Offering) or assets described in subparagraph 5(c)(ii) if Deferred Consideration with respect to the Shares purchased with such promissory note becomes payable in cash as a result of such sale and (B) to pay any Deferred Consideration payable with respect to such Shares pursuant to subparagraph 5(c) above, and except to the extent such Deferred Consideration is paid or required to be paid in cash, Shares or other property as provided herein, to execute a separate promissory note with respect to such Deferred Consideration within thirty (30)

days of the Realization Event which causes such Deferred Consideration to become payable, pursuant to which the Deferred Consideration shall bear interest at the Interest Rate (as defined in Paragraph 8) and be payable over ten (10) years in equal annual installments.

(B) Security for Promissory Notes. The promissory note (including the obligation to pay Deferred Consideration with respect to the purchased Shares) shall be a personal obligation of the JBrennan Purchaser which issues such promissory note and, in the case of a promissory note issued by any person or entity other than JBrennan, shall be personally guaranteed by JBrennan if he is living at the time such promissory note is issued. In addition, each JBrennan Purchaser shall pledge the purchased Shares as security for the obligations under such promissory note and any promissory note subsequently issued with respect to Deferred Consideration.

(iv) Payment of Deferred Consideration.

(A) Realization Event Other Than Public Offering by Company. If Deferred Consideration becomes payable by reason of a Realization Event other than a sale of stock by the Company pursuant to a Public Offering, such Deferred Consideration shall be payable within thirty (30) days of such Realization Event in cash provided that if any portion of the consideration received in the Realization Event was property other than cash the Deferred Consideration shall be paid in cash or in cash and such other property in the same proportions as the same were paid in such Realization Event.

(B) Public Offering by Company. If Deferred Consideration becomes payable by reason of a sale of stock by the Company pursuant to a Public Offering, such Deferred Consideration shall be payable within thirty (30) days of the closing of such Public Offering by cash, promissory note, Shares or any combination thereof as the JBrennan Purchaser shall determine, subject to the following limitations:

(I) Shares applied to the payment of Deferred Consideration must have identical rights (including registration rights) as those retained by the JBrennan Purchaser;

(II) Shares applied to the payment of Deferred Consideration shall be valued at the same per share value used in determining the amount of Deferred Consideration payable;

(III) Shares may not be applied to the payment of Deferred Consideration if, immediately after such Public Offering, more than seventy-five percent (75%) of the outstanding stock of the Company is held by persons other than Original Shareholders and Permitted Donees of Original Shareholders; and

(IV) Any promissory note issued in payment of Deferred Consideration shall be upon the same terms and conditions set forth in subparagraph 5(d)(iii) (other than those specifically applicable to Deferred Consideration but including those relating to the security for such promissory notes).

(C) Contingent Obligation of Transferee to Pay Deferred Consideration. In the event that a JBrennan Purchaser shall have died or ceased to exist prior to the time Deferred Consideration becomes payable with respect to the purchased Shares, the transferee of such Shares shall pay such Deferred Consideration with respect to such Shares and, except to the extent such Deferred Consideration is payable in cash pursuant to subparagraph 5(d)(iv)(A) or such transferee pays such Deferred Consideration with Shares in accordance with subparagraph 5(d)(iv)(B), shall execute a promissory note for such Deferred Consideration and pledge such Shares as security, all on the terms as set forth in subparagraph 5(d)(iii).

6. Voting Trust.

The Original Shareholders have previously transferred their Voting Shares in the Company to a voting trust (the “Voting Trust”) created under Agreement dated February 2, 1996 and amended and restated as of even date herewith entered into by JBrennan and DBrennan as Shareholders and Trustees, a copy of which is attached hereto as Exhibit E. Except to the extent otherwise provided herein, the Original Voting Trust Shares now held in the Voting Trust shall not be removed from the Voting Trust except in accordance with its terms.

7. Transfer not in Accord with this Agreement. The Company will not, nor be compelled to, recognize any transfer made other than in accordance with the terms of this Agreement; and Company will not, nor be compelled to, issue any certificate representing any Shares to any person who has received such Shares in a transfer made other than in accordance with the terms of this Agreement or one of such similar agreements.

8. Interest Rate.

(a) For purposes of this Agreement, “Interest Rate” shall mean the minimum rate for payments of interest that is required pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor statute) or regulations thereunder, and/or any provision of an Act of Congress which does not become part of the Code, in order that (i) there be adequate stated interest for purposes of Section 1274 of the Code and/or (ii) no part of the principal payments provided hereunder be treated as interest by virtue of the application of any section of the Code (or any successor statute) or regulations thereunder, and/or the application of any applicable Act of Congress which does not become part of the Code; provided, however, that if such rate exceeds the highest legal rate permitted by applicable law (the “Maximum Legal Rate”) then the Interest Rate shall be reduced to the Maximum Legal Rate.

(b) Notwithstanding the foregoing, the parties agree that, for Federal income tax purposes, each payment of principal shall be treated by the parties to this Agreement as interest rather than as principal to the minimum extent necessary under the Internal Revenue Code of 1986, as amended, (the “Code”) (or any successor statute) or regulations thereunder, and/or any provision of an Act of Congress which does not become part of the Code, in order that (i) there be adequate stated interest for purposes of Section 1274 of the Code and/or

(ii) no other part of the principal payments provided hereunder be treated as interest by virtue of the application of any section of the Code (or any successor statute) or regulations thereunder, and/or the application of any applicable Act of Congress which does not become part of the Code.

9. Tax Matters.

(a) Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Shareholder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Shareholder for all purposes, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Shareholder, the excess shall constitute a full recourse loan from the Company to such Shareholder (a “Tax Payment Loan”) which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Shareholder, and to any transferee of such Shareholder’s Shares, by applying the amount of any such distribution first to the payment of

any unpaid interest on all Tax Payment Loans of such Shareholder and then to the repayment of the principal of all Tax Payment Loans of such Shareholder. The Board of Directors shall have the authority to take all actions necessary at law or in equity to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this subparagraph.

(b) Death of Shareholder. To the extent that Shares of a Shareholder are to be sold upon the Shareholder’s death pursuant to the provisions of this Agreement, the sale will be assumed to have been effective automatically immediately after the Shareholder’s death, and the date of settlement with respect to such sale will be deemed to have been the date of the Shareholder’s death for all purposes including for the calculation of interest on any balance of purchase price unpaid at settlement. From and after the effective date of the sale pursuant to the immediately preceding sentence, the estate or other successor-in-interest to the decedent Shareholder shall have no right to vote the Shares sold and shall not be entitled to any distributions from the Company with respect to such Shares.

(c) Tax Controversies. The Company and the Shareholders agree that, pursuant to Section 6244 of the Code, unless and until Shareholders owning shares representing a majority of the issued and outstanding voting shares of Common Stock of the Company agree to the contrary, JBrennan shall serve as the “tax matters person” for the Company. The cost of contesting any challenge to a tax return of the Company by the Internal Revenue Service, or a state or local administrative agency, in any forum, judicial or administrative, shall be borne by the Company.

(d) Tax Elections. Upon receipt of a request from the majority of the Shareholders, the Shareholders agree to make or consent to such tax elections or adjustments as such majority of the Shareholders deems to be in the Company’s interest and the interest of its Shareholders as a group.

10. Endorsement on Stock Certificates. Each certificate representing any of the Shares now held by a Shareholder or any Shares hereafter held by a Shareholder will bear a legend in substantially the following form:

“THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS’ AGREEMENT DATED APRIL 13, 1987 AS AMENDED AND RESTATED ON FEBRUARY 2, 1996, AND AS FURTHER AMENDED AND RESTATED ON OCTOBER 16, 2000 A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE OFFICE OF THE COMPANY.”

The Company shall issue replacement stock certificates with the foregoing legend to all Shareholders.

11. Liquidation of Corporation; Public Offering. Notwithstanding any other provision of this Agreement, if at any time there is (i) a sale or exchange of all, or substantially all, of the Company’s assets to be followed by liquidation of the Company, (ii) the voluntary dissolution of the Company, or (iii) any sale of stock (including in a Public Offering) after which ninety percent (90%) or more of the Company’s common stock is owned by Persons other than Original Shareholders and Permitted Donees of Original

Shareholders, this Agreement shall terminate except with respect to the provisions of Paragraph 5 relating to Estate Sales prior to such termination and Paragraphs 2, 3 and 4 with respect to the stock of any Controlled Corporation as defined in paragraph 2(e) hereof.

12. Notices. Any and all notices, designations, consents, offers, acceptances or any other communications provided for herein will be given in writing by registered or certified mail, return receipt requested, which will be addressed, in the case of the Company, to its principal office and in the case of the Shareholders, to the address thereof appearing on the records of the Company or the residence thereof or to such other address as may be designated by any such Shareholder in writing to the Company and the other Shareholders.

13. Rights, Obligations and Remedies. The rights and obligations under, and the remedies to enforce, this Agreement are joint and several as to the Company and each of its Shareholders with each being completely free to enforce any or all of the rights or obligations under this Agreement against any of the others with or without the concurrence or joinder of any of the others. The Shares are unique, and recognizing that the remedy at law for any breach or threatened breach by a party hereto of the covenants and agreements set forth in this Agreement would be inadequate and that any such breach or threatened breach would cause such immediate and permanent damage as would be irreparable and the exact amount of which would be impossible to ascertain, the parties hereto agree that in the event of any breach or threatened breach of any such covenant or

agreement, in addition to any and all other legal and equitable remedies which may be available, any party hereto may specifically enforce the terms of this Agreement and may obtain temporary and/or permanent injunctive relief without the necessity of proving actual damage by reason of any breach or threatened breach hereof and, to the extent permissible under the applicable statutes and rules of procedure, a temporary injunction may be granted immediately upon the commencement of any such suit and without notice.

14. Subsequent Shareholders to Become Bound. Any person or entity not an original signatory hereto who becomes a Shareholder (other than a purchaser in a Public Offering or a purchaser of more than fifty percent (50%) of the Shares of the Company) shall be bound by all of the terms and provisions of, and shall be entitled to all the benefits and privileges of this Agreement. Before any person or entity not a party to this Agreement, including any person or entity to whom transfers of Shares may be made hereunder, may be entitled to be a shareholder of the Company, such person or entity shall be required first to execute and deliver to the Company an agreement pursuant to which such person or entity agrees to be bound by all of the terms and conditions of this Agreement (as it may have then been amended) thereby becoming a Shareholder, and the failure of any such person or entity so to do shall preclude such person or entity from becoming a shareholder of the Company.

15. Entire Agreement; Amendment, Modification and Termination. This Agreement contains the entire understanding among 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, except as herein contained. 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 be amended, modified or terminated at any time or times by the unanimous agreement in writing of the Company and its then Shareholders. No such amendment, modification or termination shall affect the right of any person or entity to receive, or the obligation of any person or entity to pay, on the terms and conditions of this Agreement, the purchase price (including any Deferred Consideration) for Shares sold pursuant to this Agreement prior to such amendment, modification or termination, or the right or obligation of any person or entity to sell or purchase Shares, on the terms and conditions of this Agreement, if the event giving rise to such right or obligation to sell or purchase Shares has in fact taken place prior to such amendment, modification or termination.

16. Miscellaneous.

(a) Indulgences, Etc. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence

be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(b) Controlling Law. This Agreement and all questions relating to its 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) Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

(d) 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. This Agreement shall become binding when one (1) or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

(f) 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.

(g) Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.

(h) 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.

(i) Exhibits. All Exhibits attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer and its corporate seal affixed hereto, and the Shareholders have signed this Agreement as of the date first above written.


Attest:				ICT GROUP, INC.

				/s/ John J. Brennan
, Secretary				John J. Brennan, President

				/s/ Donald P. Brennan
Witness				Donald P. Brennan, as an Original Shareholder, a Trustee of the Voting Trust and a Trustee of the Trusts listed on Exhibit A hereto of which he is designated thereon as a Co-Trustee

				/s/ John J. Brennan
Witness				John J. Brennan, as an Original Shareholder and Trustee of the Voting Trust


				/s/ Eileen Brennan Oakley
Witness				Eileen Brennan Oakley, as Trustee of the Trusts listed on Exhibit A hereto of which she is designated thereon as a Co-Trustee
				/s/ William T. Stevens, Sr.
Witness				William T. Stevens, Jr., as Trustee of the Trusts listed on Exhibit A hereto of which he is designated thereon as Trustee

JOINDER OF SPOUSE

The undersigned PATRICIA A. BRENNAN, wife of DONALD P. BRENNAN, hereby acknowledges that she has read and approved the foregoing Shareholders Agreement and she does hereby consent and agree to be bound by its restrictions, terms and conditions.

JOINDER OF SPOUSE

The undersigned JEAN M. BRENNAN, wife of JOHN J. BRENNAN, hereby acknowledges that she has read and approved the foregoing Shareholders Agreement and she does hereby consent and agree to be bound by its restrictions, terms and conditions.


Witness:

				/s/ Jean M. Brennan (SEAL)
				Jean M. Brennan

EXHIBIT A

SHAREHOLDER PARTIES TO THE SHAREHOLDERS AGREEMENT

OTHER THAN ORIGINAL SHAREHOLDERS

(1) William T. Stevens, Jr., as Trustee of the separate trusts under The John J. Brennan Indenture of Trust for Children dated February 29, 1996 for the benefit of Jennifer K. Brennan, John J. Brennan, Jr., Kristen M. Brennan, Courtney J. Brennan, Kathryn J. Brennan and Thomas P. Brennan

(2) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of the separate trusts under The Brennan Family 1996 Trust Agreement dated February 16, 1996 for the benefit of Eileen M. Brennan Oakley, Donald P. Brennan, Jr., Maureen C. Brennan, Patrick K. Brennan, Jonathan R. Brennan and Erin P. Brennan

(3) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of the separate trusts under The Brennan Family 1997 Trust Agreement dated February 14, 1997 for the benefit of Eileen M. Brennan Oakley, Donald P. Brennan, Jr., Maureen C. Brennan, Patrick K. Brennan, Jonathan R. Brennan and Erin P. Brennan

(4) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of The 1999 Donald P. Brennan Qualified Grantor Retained Annuity Trust dated April 5, 1999

(5) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of The 2000 Donald P. Brennan Qualified Grantor Retained Annuity Trust dated February 28, 2000.

EXHIBIT B

JOINDER OF PERMITTED DONEES

The undersigned, as Permitted Donee of , does hereby acknowledge that he or she has read and approved the foregoing Shareholders’Agreement and does hereby consent and agree to be bound by its restrictions, terms and conditions.


Witness:

				(SEAL)

EXHIBIT C

GABRIEL NAGY APPRAISAL

EXHIBIT D

PROMISSORY NOTE

EXHIBIT E

VOTING TRUST

EX-5 7 dex5.htm FORM OF OPTIONHOLDER VOTING AGREEMENT Form of Optionholder Voting Agreement

Exhibit 5

VOTING AGREEMENT

THIS VOTING AGREEMENT is made by and among ICT Group, Inc., a Pennsylvania corporation, its successors and assigns (the “Company”), John J. Brennan (“Brennan”), and the shareholder or optionholder of the Company signatory hereto (“Shareholder”) as of the date indicated on the Shareholder’s counterpart signature page to this Agreement.

Background

Shareholder owns options to purchase shares of common stock of the Company, which were issued pursuant to one or more stock plans and/or one or more stock option plans of the Company (“Plans”) on or prior to the date hereof. The term “Shares” as used in this Agreement means all of the shares of common stock issuable upon the exercise of the options described in the preceding sentence and any shares of common stock of the Company issued to Shareholder pursuant to any Plan or upon the exercise of any options or other rights granted under any Plan, together with all additional and/or replacement shares of stock issued with respect thereto by reason of recapitalizations and other capital events described in Paragraph 4 of this Agreement.

1. Agreement to Vote. During the term of this Agreement, Shareholder shall vote all of the Shares in the manner directed by Brennan.

2. Irrevocable Proxy. In furtherance of the purposes of this Agreement, Shareholder shall deliver to Brennan an irrevocable proxy in the form of Exhibit A to this Agreement (the “Irrevocable Proxy”) upon the execution of this Agreement. Upon request of Brennan (or his legal representative) from time to time, Shareholder shall deliver to Brennan such further or other Irrevocable Proxies as may be requested. The Irrevocable Proxy shall appoint Brennan (or his legal representative) as Shareholder’s true and lawful attorney and proxy, with full power of substitution, for and in Shareholder’s name to vote and otherwise act with respect to all Shares at all annual, special, and other meetings of shareholders of the Company (or by written consent in lieu thereof) and at any other time those shares are required to be, or may be, voted or acted upon.

3. Successors in Interest; Release From This Agreement and Irrevocable Proxy.

(a) Except as otherwise provided in Section 3(b), the provisions of this Agreement and the Irrevocable Proxy also shall be binding upon all persons who become successors in interest to the Shares of Shareholder during the term of this Agreement, including without limitation anyone who acquires the Shares (whether restricted or registered) from Shareholder (or any successor in interest), by gift or sale.

(b) If Shares held by Shareholder (or any successor in interest) either have been registered by the Company under the Securities Act of 1933, as amended, or meet the requirements for sale pursuant to Rule 144 thereunder, and Shareholder (or any successor in interest) desires to sell such registered Shares in the open market, Shareholder (or any successor in interest) may request in writing that Brennan release specified Shares from the provisions of this Agreement and the Irrevocable Proxy, which request shall be in the form of Exhibit B to this Agreement (a “Release Request”). If a Release Request is made, Brennan agrees to release the specified Shares from the provisions of this Agreement and the Irrevocable Proxy effective upon such sale in the open market by sending a written confirmation in the form of Exhibit C to this Agreement to Shareholder (or any successor in interest) within 10 days after the date of receipt of the Release Request (a “Release”). A Release shall apply only to the Shares specified in the Release Request and only if such specified Shares are sold within 90 days from the date of the Release. A Release shall not apply to any Shares not specified in the Release Request, but not sold or any additional Shares subsequently acquired by Shareholder, all of which shall be and remain subject to all of the provisions of this Agreement and the Irrevocable Proxy until one or more Releases are given by Brennan with respect thereto or until this Agreement terminates.

(c) The Company shall not permit the transfer of any Shares on its books or issue a new certificate representing any Shares unless and until the person to whom such Shares are to be transferred shall have, in a manner satisfactory to Brennan, become signatory to this Agreement with respect to the Shares so transferred and agreed to be bound by all the provisions hereof as if such person was an original signatory hereto.

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(d) Each certificate representing Shares held by Shareholder shall be endorsed by the Company with the following legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AND AN IRREVOCABLE PROXY (COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY). THE RECIPIENT OF ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO HAVE AGREED TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SAID VOTING AGREEMENT AND IRREVOCABLE PROXY.

4. Recapitalization. If a capital reorganization of the Company takes place, or if any dividend is paid in capital stock with respect to the Shares, or if any Shares held by the Shareholder are reclassified, classified, split, exchanged, or changed in any manner, this Agreement shall be deemed to apply to all of those shares of capital stock received and then owned by the Shareholder with respect to the Shares pursuant to such capital event.

5. Covenants of the Company. The Company agrees to take all actions reasonably required to effectuate the rights granted to Brennan hereunder by Shareholder. Such actions include, without limitation, the Company’s exercise of its best efforts to cause its nominating committee to nominate the designees of Brennan for election as directors of the Company. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of Brennan hereunder against impairment.

6. Termination. This Agreement shall terminate ten (10) years from the date of this Agreement.

7. Amendments and Waivers. Any term of this Agreement may be amended only by the written agreement of both Brennan and Shareholder and, with respect to any provisions of this Agreement which contain obligations on the part of the Company, with the written agreement of the Company. The observance of any term of this Agreement way be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party entitled to the observance of such term. Any amendment or waiver effected in compliance with the foregoing provisions shall be binding upon Brennan, Shareholder, and the Company, and their respective successors, personal representatives, and assigns.

8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9. Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to the conflict of laws principles of such Commonwealth.

10. Venue. With respect to any claim arising out of this Agreement, Shareholder hereby (a) irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania located in Bucks County, Pennsylvania and the United States District Court for the Eastern District of Pennsylvania; (b) irrevocably waives any objection which Shareholder may have at any time to the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court and irrevocably waives any claims that such suit, action or proceeding is brought in an inconvenient forum; and (c) irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over Shareholder.

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11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Instrument. This Agreement between the Company, Brennan and a Shareholder shall constitute a separate agreement from all other Voting Agreements made by other optionholders with Brennan and the Company.

12. Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, legatees, distributees, estates, executors, administrators, personal representatives, and legal representatives of the parties hereto.

13. Death or Incapacity of Brennan. If Brennan dies or becomes incapacitated during the term of this Agreement, his legal representative (whether a personal representative, conservator, or other representative) or the devisee(s) or distributee(s) of his stock in the Company, as the case may be, shall have all of the rights granted to Brennan by this Agreement including without limitation the right to vote the Shares in accordance with the terms and conditions of this Agreement.

14. Liability for Actions or Failure to Act. Brennan shall not be liable by reason of any act or omission to act performed or omitted by Brennan in connection with any of the rights granted him by this Agreement, except for actual fraud, gross negligence, or criminal conduct.

15. Equitable Remedies. The parties to this Agreement acknowledge and agree that the legal remedies available to Brennan in the event the Company or a Shareholder fails to fulfill the provisions of this Agreement would be inadequate and that Brennan shall be entitled, without posting any bond or other security, to temporary, preliminary, and permanent injunctive relief, specific performance and other equitable remedies in the event of such a violation, in addition to any other remedies which Brennan may have at law or in equity.

16. Notifying. Any notice required or permitted to be given to a party pursuant to the provisions of this Agreement shall be in writing and shall be effective upon personal delivery or upon deposit in the U.S. mail (or equivalent independent Service), postage prepaid and properly addressed to the party to be notified at the following addresses or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties hereto:


Shareholder:		At the address set forth below Shareholder’s Name on the signature page.

The Company:		100 Brandywine Blvd. Newtown, PA 18940

Brennan:		c/o ICT Group, Inc. 100 Brandywine Blvd. Newtown, PA 18940

17. Independent Obligations. The provisions of this Agreement shall survive the termination of Shareholder’s employment, if any, with the Company, even if such termination constitutes a wrongful termination of Shareholder’s employment.

18. Entire Agreement. This Agreement constitutes the entire agreement between the Company, Brennan and Shareholder regarding the subject matter hereof.

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19. Further Assurances. The Company and Shareholder agree to execute and deliver to Brennan, upon request, such other instruments and documents as Brennan may reasonably request from time to time in order to more fully effectuate the purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.


ICT GROUP, INC.

By:
		VINCENT A. PACCAPANICCIA,
		ASSISTANT SECRETARY



JOHN J. BRENNAN

SHAREHOLDER:

Sign Name:

Print Name:

Shareholder Address:


Number of options outstanding on the date of the Voting Agreement:

shares

Date:

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IRREVOCABLE PROXY


COMMONWEALTH OF PENNSYLVANIA		)
		) SS.
COUNTY OF BUCKS		)

This Irrevocable Proxy is given by the undersigned shareholder (“Shareholder”) of ICT Group, Inc., its successors and assigns (the “Company”) to John J. Brennan (“Proxyholder”) pursuant to a Voting Agreement of this same date between Shareholder, Proxyholder, and ICT Group, Inc. (the “Voting Agreement”).

1.	Irrevocable Proxy.

a. Shareholder irrevocably appoints the Proxyholder as Shareholder’s true and lawful attorney and proxy, with full power of substitution, for and in Shareholder’s name to vote and otherwise act with respect to all of the shares of stock of the Company that are subject to the provisions of the Voting Agreement (the “Shares”) at all annual, special, and other meetings of stockholders of the Company (or by written consent in lieu thereof) and at any other time the Shares are required to be, or may be, voted or acted upon.

b. The appointment and proxy granted to the Proxyholder by Section 1(a) of this Proxy is irrevocable and coupled with an interest and, except as otherwise provided in Section 2 of this Proxy, shall not terminate by operation of law, whether by reason of the death, bankruptcy, or adjudication of incompetency of Proxyholder or otherwise, or by the occurrence of any other event.

c. This Proxy relates to all voting rights (whether limited, fixed, or contingent) with respect to the Shares and does not relate to any other right incident to the ownership of the Shares (including, without limitation, the right to receive dividends and any other distributions on the Shares).

2. Term. This Proxy shall terminate only upon the termination of the Voting Agreement.

3. Legend on Stock. Each certificate evidencing the Shares shall bear a conspicuous statement in substantially the following form:

4. Proxyholder’s Obligation. This Proxy must be exercised by Proxyholder in accordance with the terms and conditions of the Voting Agreement.

5. Benefit and Burden. This Proxy shall be binding upon the Shareholder, and shall inure to the benefit of Proxyholder, and his or her respective personal representatives, executors, administrators, legal representatives, devisees, distributees and heirs.

6. Modifications. This Proxy may be modified, waived, discharged, or terminated only by an instrument in writing executed by Shareholder and Proxyholder.

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7. Waiver. The failure of Shareholder or Proxyholder, or both, to comply, or insist upon compliance, with any provision of this Proxy at any time shall not be deemed (a) to affect the validity or enforceability of this Proxy, (b) to be a waiver of any other provisions of this Proxy at that time, or (c) to be a waiver of that provision or any other provisions of this Proxy at any other time.

8. Governing Law. This Proxy shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to the conflict of laws principles of such Commonwealth.

9. Venue. With respect to any claim arising out of this Proxy, Shareholder hereby (a) irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania located in Bucks County, Pennsylvania and the United States District Court for the Eastern District of Pennsylvania; (b) irrevocably waives any objection which Shareholder may have at any time to the venue of any suit, action or proceeding arising out of or relating to this Proxy brought in any such court and irrevocably waives any claim that such suit, action or proceeding is brought in an inconvenient forum; and (c) irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over Shareholder.

10. Liability of Proxyholder. Proxyholder shall not be liable by reason of any act or omission to act by Proxyholder in connection with any of the rights specified in Section 1(a) of this Proxy, except for actual fraud, gross negligence, or criminal conduct.

11. Proxy Binding upon Transferees. If, at any time or from time to time, any shares of capital stock of the Company now or hereafter held by the Shareholder are transferred to any party, the transferee shall take those shares pursuant to all provisions, conditions, and covenants of this Proxy, and, as a condition precedent to the transfer of those shares, the transferee shall become signatory to this Proxy or to a new irrevocable proxy in the same form (or other form satisfactory to Brennan) and agree (for and on behalf of transferee, transferee’s legal and personal representatives, and subsequent transferees and assigns of such shares) in writing to be bound by all provisions of this Proxy; provided, however, that if, in accordance with Section 3 (b) of the Voting Agreement, specified shares owned by Shareholder have been released from the provisions of the Voting Agreement, this Proxy shall not apply to such released shares from and after the date of the sale in the open market in accordance with such Release.

IN WITNESS WHEREOF, Shareholder has executed this Irrevocable Proxy on the date indicated below Shareholder’s signature.


WITNESS:				SHAREHOLDER:


				(sign in the same exact name as shares are registered)

				Name:
				Date:

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RELEASE REQUEST

(Form of Release Request pursuant to Section 3(b))

[DATE]

Mr. John J. Brennan

[ADDRESS]

Dear John:

This letter constitutes my request that you release the following shares of my ICT Group, Inc. stock from the Voting Agreement and the Irrevocable Proxy to which I am a party;

( ) shares of the common stock of ICT Group, Inc., represented by certificate(s) numbered .

I represent that, if these shares are released from the Voting Agreement and the Irrevocable Proxy, I will sell these shares in the open market within 90 days after the date that you release such shares. I understand that if I do not complete such sale in the open market within such 90 day period, your release will no longer be effective and I will need to obtain a new release before I can subsequently sell these shares in the open market.

Sincerely,

[SHAREHOLDER OR SUCCESSOR IN INTEREST]

B-1

RELEASE

(Form of Release pursuant to Section 3(b))

[DATE]

[NAME OF SHAREHOLDER OR

SUCCESSOR IN INTEREST]

[ADDRESS]

Dear ,

This letter constitutes my release of the following shares of your ICT Group, Inc. stock from the Voting Agreement and the Irrevocable Proxy to which you are a party effective upon the sale by you of those shares in the open market within 90 days after the date of this letter:

( ) shares of the common stock of ICT Group, Inc., represented by certificate(s) numbered .

This release applies only to the shares of stock specified above and does not apply to any other shares of stock subject to the provisions of the Voting Agreement and the Irrevocable Proxy.

If you do not complete the sale of the shares of stock specified above in the open market within 90 days after the date of this letter, this release will not be effective and such shares will remain subject to the provisions of the Voting Agreement and the Irrevocable Proxy.

Sincerely,

John J. Brennan

B-2

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