-----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, LfLH+EVZsCFYCY74M7+yDIetQIWVPhsxraQUpd+sBykl6KtjwNVRKhFtOtKJY9PE 5nN70wMBEnssy4CXj8d+6g== 0000950116-02-002374.txt : 20021024 0000950116-02-002374.hdr.sgml : 20021024 20021024083424 ACCESSION NUMBER: 0000950116-02-002374 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021024 FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20807 FILM NUMBER: 02796631 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 10-Q 1 tenq.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2002 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________________ to ___________________. Commission File Number: 0-20807 ------- ICT GROUP, INC. ----------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2458937 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 Brandywine Boulevard, Newtown, PA 18940 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 267-685-5000 ------------------------------------------- Registrant's telephone number, including area code. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common Stock, $0.01 par value, 12,366,375 shares outstanding as of October 21, 2002. ICT GROUP, INC. INDEX
PART I FINANCIAL INFORMATION PAGE Item 1 CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Consolidated Balance Sheets - September 30, 2002 and December 31, 2001 3 Consolidated Statements of Operations - Three months and nine months ended September 30, 2002 and 2001 5 Consolidated Statements of Cash Flows - Nine months ended September 30, 2002 and 2001 6 Notes to Consolidated Financial Statements 7 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 Item 4 CONTROLS AND PROCEDURES 16 PART II OTHER INFORMATION Item 1 LEGAL PROCEEDINGS 16 Item 6 EXHIBITS 17 SIGNATURES 18 SARBANES-OXLEY SECTION 302(a) CERTIFICATION 19 EXHIBITS
2 PART I. FINANCIAL INFORMATION ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS
ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) (Unaudited) September 30, December 31, 2002 2001 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 15,261 $ 12,875 Accounts receivable, net 51,200 48,058 Prepaid expenses and other 7,721 3,841 Deferred income taxes 916 916 -------- -------- Total current assets 75,098 65,690 -------- -------- PROPERTY AND EQUIPMENT Communications and computer equipment 74,105 60,371 Furniture and fixtures 15,061 12,849 Leasehold improvements 12,022 7,549 -------- -------- 101,188 80,769 Less: Accumulated depreciation and amortization (58,945) (47,533) -------- -------- 42,243 33,236 -------- -------- DEFERRED INCOME TAXES 1,529 1,529 OTHER ASSETS 2,075 2,131 -------- -------- $120,945 $102,586 ======== ========
3
ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) (Unaudited) September 30, December 31, 2002 2001 ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Line of credit $ 4,000 $ 4,000 Accounts payable 11,721 9,050 Accrued expenses 11,817 10,561 Income taxes payable 2,183 3,314 -------- -------- Total current liabilities 29,721 26,925 -------- -------- LINE OF CREDIT 17,000 12,000 -------- -------- SHAREHOLDERS' EQUITY: Preferred stock, $0.01 par value 5,000 shares authorized, none issued -- -- Common stock, $0.01 par value, 40,000 shares authorized, 12,366 and 12,233 shares issued and outstanding 124 122 Additional paid-in capital 51,034 50,331 Retained earnings 25,534 16,261 Accumulated other comprehensive loss (2,468) (3,053) -------- -------- Total shareholders' equity 74,224 63,661 -------- -------- $120,945 $102,586 ======== ========
The accompanying notes are an integral part of these financial statements. 4
ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------ 2002 2001 2002 2001 ---- ---- ---- ---- REVENUE $74,121 $55,816 $221,299 $171,592 ------- ------- -------- -------- OPERATING EXPENSES: Cost of services 42,473 32,134 126,327 96,332 Selling, general and administrative 27,087 22,492 80,691 66,678 ------- ------- -------- -------- 69,560 54,626 207,018 163,010 ------- ------- -------- -------- Operating income 4,561 1,190 14,281 8,582 INTEREST EXPENSE, net of interest income of $46 and $97 for the three months and $162 and $336 for the nine months 242 237 645 807 ------- ------- -------- -------- Income before income taxes 4,319 953 13,636 7,775 INCOME TAXES 1,382 334 4,363 2,858 ------- ------- -------- -------- NET INCOME $ 2,937 $ 619 $ 9,273 $ 4,917 ======= ======= ======== ======== EARNINGS PER SHARE: Basic earnings per share $0.24 $0.05 $0.75 $0.41 ======= ======= ======== ======== Diluted earnings per share $0.23 $0.05 $0.71 $0.39 ======= ======= ======== ======== Shares used in computing basic earnings per share 12,340 12,183 12,296 12,129 ======= ======= ======== ======== Shares used in computing diluted earnings per share 13,009 12,733 13,023 12,659 ======= ======= ======== ========
5
ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, ----------------- 2002 2001 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,273 $ 4,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,227 8,174 Tax benefit of stock option exercises 336 375 Amortization of deferred financing costs 192 62 Increase in: Accounts receivable (2,707) (3,077) Prepaid expenses and other (3,496) (786) Other assets (136) (219) Increase (decrease) in: Accounts payable 2,388 (719) Accrued expenses 768 1,262 Income taxes payable (953) 665 ------- ------ Net cash provided by operating activities 16,892 10,654 ------- ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (28,855) (6,428) Proceeds from sale of property and equipment 9,605 - ------- ------ Net cash used in investing activities (19,250) (6,428) ------- ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under line of credit 5,000 8,500 Payments on long-term debt - (10,000) Payments on capitalized lease obligations - (221) Debt issuance costs incurred - (773) Proceeds from exercise of stock options 369 268 ------- ------ Net cash provided by (used in) financing activities 5,369 (2,226) ------- ------ EFFECT OF FOREIGN EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS (625) (1,169) ------- ------ NET INCREASE IN CASH AND CASH EQUIVALENTS 2,386 831 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,875 8,539 ------- ------ CASH AND CASH EQUIVALENTS, END OF PERIOD $15,261 $9,370 ======= ======
The accompanying notes are an integral part of these financial statements. 6 ICT GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with Article 10 of Regulation S-X and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2002 and 2001 are not necessarily indicative of the results that may be expected for the complete fiscal year. For additional information, refer to the consolidated financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2001. Certain reclassifications of prior year amounts have been made to conform to the current year presentation. Note 2: EARNINGS PER SHARE The Company follows Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". Basic earnings per share ("Basic EPS") is computed by dividing net income by the weighted average number of shares of Common Stock outstanding. Diluted earnings per share ("Diluted EPS") is computed by dividing net income by the weighted average number of shares of Common Stock outstanding, after giving effect to the potential dilution from the exercise of securities, such as stock options, into shares of Common Stock as if those securities were exercised. For the three months ended September 30, 2002 and 2001, the dilutive effect of Common Stock equivalents used in computing Diluted EPS was 669,000 and 550,000, respectively. For the nine months ended September 30, 2002 and 2001, the dilutive effect of Common Stock equivalents used in computing Diluted EPS was 727,000 and 530,000, respectively. For the three months ended September 30, 2002 and 2001, options to purchase 17,000 and 33,000 shares of Common Stock, respectively, were outstanding but not included in the computation of Diluted EPS as the result would be antidilutive. For the nine months ended September 30, 2002 and 2001, options to purchase 14,000 and 249,000 shares of Common Stock, respectively, were outstanding but not included in the computation of Diluted EPS as the result would be antidilutive. Note 3: COMPREHENSIVE INCOME (LOSS) The Company follows SFAS No. 130, "Reporting Comprehensive Income". This statement requires companies to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the shareholders' equity section of the balance sheet.
Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- --------------------------- 2002 2001 2002 2001 ---------- ----------- ---------- ---------- Net income $2,937,000 $ 619,000 $9,273,000 $4,917,000 Foreign currency translation adjustments (574,000) 227,000 585,000 (1,169,000) ---------- ----------- ---------- ---------- Comprehensive income $2,363,000 $ 846,000 $9,858,000 $3,748,000 ========== =========== ========== ==========
7 Note 4: SECURITIES OFFERING On May 9, 2002, the Company filed a shelf registration statement with the Securities and Exchange Commission (the "SEC") to register 3,000,000 shares, including 1,000,000 shares by selling shareholders, plus an allowance for over allotments, to be sold in the future. On May 20, 2002, the Company amended the registration statement and the SEC declared the shelf registration statement effective. The Company is considering pursuing a follow-on underwritten public offering of its common stock. In connection therewith, the Company has incurred approximately $550,000 of expenses through September 30, 2002, which have been deferred pending the Company's further evaluation of such a transaction. Note 5: LEGAL PROCEEDINGS In 1998, William Shingleton filed a class action lawsuit against the Company in the Circuit Court of Berkley County, West Virginia alleging that the Company had violated the West Virginia Wage Payment and Collection Act for failure to pay promised signing and incentive bonuses and wage increases, failure to compensate employees for short breaks or "transition" periods and improper deductions for the cost of purchasing telephone headsets. The complaint also included a count for fraud, alleging that the failure to pay for short break and transition time violated specific representations made by the Company to its employees. The Company filed a response denying liability. In 2001, the Court granted Plaintiffs' motion to expand the class to include all current and former hourly employees at all four of the Company's West Virginia facilities and to add twelve current and former executives of the Company as defendants. The Plaintiffs have asserted a new allegation that, in addition to not paying employees for break and "transition time", the Company failed to pay employees for production hours worked. The Court has entered two separate orders granting partial summary judgment against the Company and, in the case of one of the orders, against three of the individual defendants, finding that employees were not paid for all hours attributable to short breaks and idle time of less than 30 minutes in duration. In addition to compensatory claims for unpaid wages, the Plaintiffs are seeking liquidated damages under the West Virginia Wage Payment and Collection Act and punitive damages for allegedly fraudulent conduct on the part of the Company and the individual defendants. The method of calculating liquidated damages under the West Virginia Wage Payment and Collection Act is one of the matters in dispute between the parties and there is a significant difference in the amount of potential liquidated damages using the methods Plaintiffs and the Company contend apply. On October 11, 2002 Plaintiffs filed a Motion For Sanctions requesting the court to find certain evidentiary presumptions and to order the defendants to obtain a surety bond in the initial amount of approximately $11.3 million, reflecting Plaintiffs' contention of the amount of compensatory and liquidated damages due. The Company is vigorously defending the undecided issues in the suit, including the manner in which any liquidated damages are to be calculated and the allegations of fraud. The Company believes it has meritorious arguments that, if successful, would significantly reduce the amount of any liquidated damages and that it has meritorious defenses to the fraud allegations. If, however, the Plaintiffs' method of calculating liquidated damages is followed by the Court, or if there is a finding that the Company is liable for punitive damages as a result of engaging in fraudulent conduct, it could result in a loss which significantly exceeds the $900,000 that the Company has accrued for this litigation in its financial statements and could have a material adverse impact on the Company's operating results for the period in which such actual loss becomes known and on its financial condition. A trial date has been set for March 2003. Note 6: OPERATING AND GEOGRAPHIC INFORMATION Under the disclosure requirements of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", the Company classifies its operations into two business segments: Domestic Customer Relationship Management ("CRM") and International CRM. The operating segments are managed separately because each operating segment represents a strategic business unit that offers its services in different geographic markets. Segment assets include amounts specifically identified to each segment. Corporate assets consist primarily of property and equipment. The Domestic CRM segment provides inbound and outbound CRM sales, and CRM services consisting of database marketing, marketing research, contact center consulting, technology hosting and ongoing customer care management services on behalf of customers operating in the Company's target industries. The International CRM segment provides the same services in Europe, Canada, Barbados and Australia and includes business conducted by Spantel for the US Hispanic market. In addition, a portion of International CRM's assets, depreciation and amortization and capital expenditures are used to generate revenue and operating income for the Domestic CRM segment. 8
Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------ 2002 2001 2002 2001 -------- -------- -------- -------- Revenue: Domestic CRM $ 55,957 $ 41,403 $174,889 $124,479 International CRM 18,164 14,413 46,410 47,113 -------- -------- -------- -------- $ 74,121 $ 55,816 $221,299 $171,592 ======== ======== ======== ======== Operating Income: Domestic CRM $ 4,391 337 $ 13,426 $ 3,983 International CRM 170 853 855 4,599 -------- -------- -------- -------- $ 4,561 $ 1,190 $ 14,281 $ 8,582 ======== ======== ======== ======== Total Assets: Domestic CRM $ 75,148 $ 64,111 International CRM 35,470 28,253 Corporate 10,327 5,251 -------- -------- $120,945 $ 97,615 ======== ======== Depreciation and Amortization: Domestic CRM $ 1,430 $ 1,608 $ 4,932 $ 4,406 International CRM 1,313 820 3,481 2,130 Corporate 1,044 629 2,814 1,638 -------- -------- -------- -------- $ 3,787 $ 3,057 $ 11,227 $ 8,174 ======== ======== ======== ======== Capital Expenditures: Domestic CRM $ 3,107 $ 2,257 $ 13,926 $ 4,824 International CRM 3,171 951 10,287 751 Corporate 1,036 399 4,642 853 -------- -------- -------- -------- $ 7,314 $ 3,607 $ 28,855 $ 6,428 ======== ======== ======== ========
The following table represents information about the Company by geographic area:
Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------ 2002 2001 2002 2001 -------- -------- -------- -------- Revenue: United States $57,164 $44,124 $179,927 $133,802 Canada 9,857 6,102 25,353 20,958 Other foreign countries 7,100 5,590 16,019 16,832 -------- -------- -------- -------- $74,121 $55,816 $221,299 $171,592 ======== ======== ======== ======== Long-lived Assets: United States $25,996 $24,127 Canada 6,860 4,691 Other foreign countries 9,387 5,662 -------- -------- $42,243 $34,480 ======== ========
9 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL ICT Group, Inc. (the "Company" or "ICT") is a leading global provider of integrated customer relationship management (CRM) solutions. The Company offers a comprehensive suite of integrated sales, service and marketing support solutions designed to help its clients identify, acquire, retain, service, measure and maximize the lifetime value of their customer relationships. ICT's comprehensive, balanced mix of outsourced CRM solutions includes inbound and outbound sales, up-selling/cross-selling, customer care and retention and technical support/help desk services, as well as marketing research, including telephone interviewing, coding and analysis and database design and marketing analysis. ICT also offers a comprehensive suite of CRM technologies on a hosted basis, for use by clients at their own in-house facilities, or on a co-sourced basis, in conjunction with its fully compatible, Web-enabled customer contact centers. These include: automated call distribution (ACD), contact management, automated e-mail management and processing, sales force and marketing automation, interactive voice response services, alert notification and Web self-help for the delivery of consistent, quality customer care in a multi-channel environment. The Company's growth strategy includes the following key elements: |_| Expanding our value-added services; |_| Continuing our focus on industry specialization; |_| Increasing our international presence; |_| Maintaining our commitment to improving our technologies; |_| Continuing our commitment to quality service; and |_| Pursuing complementary acquisitions Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our significant accounting policies are described in our audited consolidated financial statements for the year ended December 31, 2001, which are included in our most recent Form 10-K filing. We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Revenue Recognition The Company recognizes revenue as services are performed, generally based on hours of work performed. Amounts collected from customers prior to the performance of services are recorded as deferred revenue. Deferred revenue totaled approximately $233,000 and $519,000 as of September 30, 2002, and December 31, 2001, respectively, which are included in accrued expenses in the accompanying consolidated balance sheets. Management believes that its revenue recognition policies are in accordance with the SEC's Staff Accounting Bulletin No. 101. 10 Accounts Receivable Our accounts receivable balances are net of an estimated allowance for uncollectible accounts. We continually monitor collections and payments from our customers and maintain an allowance for uncollectible accounts based upon our historical experience and any specific customer collection issues that we have identified. While we believe our reserve estimate to be appropriate, we may find it necessary to adjust our allowance for doubtful accounts if our future bad debt expense exceeds our estimated reserve. We are subject to concentration risks as certain of our customers provide a high percentage of our total revenue and corresponding receivables. Long-Lived Assets We continually evaluate whether events or circumstances have occurred that would indicate that the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, we use an estimate of the related undiscounted cash flows over the remaining life of the long-lived assets to measure recoverability. If impairment exists, the measurement of the impairment will be based on generally accepted valuation methodologies. No such impairments were recognized in any of the periods presented. Accounting for Income Taxes As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves an estimation of our actual current tax exposure, together with our assessment of temporary differences resulting from differing treatment of items, such as depreciation of property and equipment, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income. The Company has recorded no valuation reserves for deferred tax assets as of September 30, 2002. Although realization is not assured, management believes it is more likely than not that all of our deferred tax assets will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced in the near-term if estimates of future taxable income are reduced. On a quarterly basis, management evaluates and assesses the realizability of deferred tax assets and adjusts valuation allowances if required. Accounting for Contingencies In the ordinary course of business, the Company has entered into various contractual relationships with strategic corporate partners, customers, suppliers, vendors and other parties. As such, the Company could be subject to litigation, claims or assessments arising from any or all of these relationships, or from its relationships with its employees. The Company accounts for contingencies such as these in accordance with Statement of Financial Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies". SFAS No. 5 requires the Company to record an estimated loss contingency when information available prior to issuance of the Company's financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. SFAS No. 5 further states that when there is a range of loss and no amount within that range is a better estimate than any other, that the minimum amount in the range shall be accrued. Accounting for contingencies arising from contractual or legal proceedings requires Company management to use its best judgment when estimating an accrual related to such contingencies. As additional information becomes known, the Company's accrual for a loss contingency could fluctuate, thereby creating variability in the Company's results of operations from period to period. Likewise, an actual loss arising from a loss contingency which significantly exceeds the amount accrued for in the Company's financial statements could have a material adverse impact on the Company's operating results for the period in which such actual loss becomes known. 11 RESULTS OF OPERATIONS Three Months Ended September 30, 2002 and 2001: Revenue. Revenue increased 33% to $74.1 million for the three months ended September 30, 2002 from $55.8 million for the three months ended September 30, 2001 when revenue growth was constrained by the events of September 11th, 2001. Revenue from the Domestic CRM segment increased 35% to $56.0 million from $41.4 million in the three months ended September 30, 2001 and accounted for 75% of the Company's revenue compared to 74% for the same period in the prior year. Most of this increase resulted from increased business with clients from which we generated business in 2001. International CRM revenue increased 26% to $18.2 million in the three months ended September 30, 2002 from $14.4 million in the three months ended September 30, 2001 and accounted for 25% of the Company's revenue, versus 26% for the same period in the prior year. Most of this increase resulted from business with new clients in 2002. Much of the Company's revenue growth in the third quarter was driven by strong demand for CRM services. CRM services revenue increased by 55% in the third quarter of 2002 versus the same period in the prior year and accounted for 68% of the Company's total revenue increase in the third quarter of 2002 compared to the third quarter of 2001. Total CRM sales revenue grew 18% in the three months ended September 30, 2002 versus the same period in the prior year. The Company's largest client in recent years had been Aegon Direct Marketing Services, Inc., which accounted for approximately 17% of the Company's revenue in the third quarter of 2001 but declined to 9% of the Company's revenue in the third quarter of 2002. As previously reported, the Company announced that it would no longer provide outbound telesales services to Aegon in North America. The Company intends to continue providing Aegon with telesales and customer service support in Europe and Australia and customer service support in Canada. One customer, AOL, accounted for 11% of the Company's revenue in the third quarter of 2002. Cost of Services. Cost of services, which consist primarily of direct labor and telecommunications costs, increased 32% to $42.5 million for the three months ended September 30, 2002 from $32.1 million in the three months ended September 30, 2001. This increase is primarily the result of an $8.0 million increase in direct labor costs required to support the increased revenue volume. As a percentage of revenue, cost of services decreased to 57% in the third quarter of 2002 from 58% in the same quarter of 2001. The decrease was primarily the result of a decrease in phone cost per production hour. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 20% to $27.1 million for the three months ended September 30, 2002 from $22.5 million for the three months ended September 30, 2001 due to costs associated with an increased number of contact centers and increased workstation capacity and additional staff added to support business growth. As a percentage of revenue, selling, general and administrative expenses were 37% for the three months ended September 30, 2002 compared to 40% for the three months ended September 30, 2001, as the Company leveraged its existing infrastructure to support volume growth. Selling, general and administrative expenses in the International CRM segment grew at a rate faster than the revenue growth compared to the prior year due to higher infrastructure costs in Europe associated with the new European headquarters, causing a reduction in operating income when compared to the same period in the prior year. Interest Expense, net. Interest expense, net of interest income, was $242,000 for the three months ended September 30, 2002 compared to $237,000 for the three months ended September 30, 2001 and reflects the interest expense related to borrowings on the Company's line of credit for capital expansion, partially offset by investment income. The increase in net interest expense is the result of increased average daily outstanding balances on the Company's line of credit borrowings during the third quarter of 2002 as compared to the third quarter of 2001, mostly offset by lower average interest rates in the third quarter of 2002 as compared to the same period in 2001. Provision for Income Taxes. Provision for income taxes increased $1.0 million to $1.4 million for the third quarter of 2002 from $334,000 in the third quarter of 2001. For the third quarter of 2002, the provision for income taxes was approximately 32% of income before income taxes. For the third quarter of 2001, the provision for income taxes was approximately 35% of income before income taxes. The reduction in the effective income tax rate is primarily due to a continued reduction in the income tax rate in Canada, a shift in the mix of the Company's pre-tax income and continued utilization of work opportunity tax credits. 12 RESULTS OF OPERATIONS Nine Months Ended September 30, 2002 and 2001: Revenue. Revenue increased 29% to $221.3 million for the nine months ended September 30, 2002 from $171.6 million for the nine months ended September 30, 2001. Revenue from the Domestic CRM segment increased 40% to $174.9 million for the nine months ended September 30, 2002 from $124.5 million in the nine months ended September 30, 2001 and accounted for 79% of the Company's revenue compared to 73% for the same period in the prior year. Most of this increase resulted from increased business with clients from which we generated business in 2001. International CRM revenue declined 1% to $46.4 million in the nine months ended September 30, 2002 from $47.1 million in the nine months ended September 30, 2001 and accounted for 21% of Company revenue versus 27% for the same period in the prior year. Much of the growth in total revenue for the nine months ended September 30, 2002 was driven by strong demand for CRM services business. CRM services revenue increased by 58% in the first nine months of 2002 versus the same period in the prior year and accounted for 75% of the total revenue increase in the first nine months of 2002 compared to the first nine months of 2001. Total CRM sales revenue grew 12% in the nine months ended September 30, 2002 versus the same period in the prior year. The Company's largest client in recent years had been Aegon Direct Marketing Services, Inc, which accounted for approximately 17% of the Company's revenue in the nine months ending September 30, 2001 but declined to approximately 10% of the Company's revenue in the first nine months of 2002. As previously reported, the Company announced that it would no longer provide outbound telesales services to Aegon in North America. The Company intends to continue providing Aegon with telesales and customer service support in Europe and Australia and customer service support in Canada. Two other customers, Capital One and AOL accounted for 12% and 10%, respectively, of the Company's revenue in the first nine months of 2002. Cost of Services. Cost of services, which consist primarily of direct labor and telecommunications costs, increased 31% to $126.3 million for the nine months ended September 30, 2002 from $96.3 million in the nine months ended September 30, 2001. This increase was primarily the result of a $20.8 million increase in direct labor costs required to support the increased revenue volume. As a percentage of revenue, cost of services increased to 57% in the first nine months of 2002 from 56% in the same period of 2001 which was primarily the result of an increase in labor cost per production hour due to slightly higher wage rates and additional training costs incurred to support new and expanded client programs. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 21% to $80.7 million for the nine months ended September 30, 2002 from $66.7 million for the nine months ended September 30, 2001 due to costs associated with an increased number of contact centers and increased workstation capacity and additional staff added to support business growth. As a percentage of revenue, selling, general and administrative expenses were 36% for the nine months ended September 30, 2002 compared to 39% for the nine months ended September 30, 2001, as the Company leveraged its existing infrastructure to support volume growth. Selling, general and administrative expenses in the International CRM segment grew at a rate faster than the revenue growth compared to the prior year due to higher infrastructure costs in Europe associated with the new European headquarters, causing a reduction in operating income when compared to the same period in the prior year. Interest Expense, net. Interest expense, net of interest income, was $645,000 for the nine months ended September 30, 2002 compared to $807,000 for the nine months ended September 30, 2001 and reflects the interest expense related to borrowings on the Company's line of credit for capital expansion, partially offset by investment income. The decrease in net interest expense is the result of lower average interest rates in the first nine months of 2002 as compared to the same period in 2001, partially offset by increased average outstanding balances on the Company's line of credit borrowings during the first nine months of 2002 as compared to the same period in 2001. 13 Provision for Income Taxes. Provision for income taxes increased $1.5 million to $4.4 million for the first nine months of 2002 from $2.9 million in the first nine months of 2001. For the first nine months of 2002, the provision for income taxes was approximately 32% of income before income taxes. For the first nine months of 2001, the provision for income taxes was approximately 37% of income before income taxes. The reduction in the effective income tax rate is primarily due to a continued reduction in the income tax rate in Canada, a shift in the mix of the Company's pretax income and continued utilization of work opportunity tax credits. Quarterly Results and Seasonality The Company has experienced and expects to continue to experience significant quarterly variations in operating results, principally as a result of the timing of client programs, the commencement and expiration of contracts, the timing and amount of new business generated by the Company, the Company's revenue mix, the timing of additional selling, general and administrative expenses to support the growth and development of existing and new business units and competitive industry conditions. Historically, the Company's business tended to be strongest in the second and fourth quarters due to the high level of client sales activity in the spring and prior to the holiday season. In the past, during the first quarter, the Company's business generally leveled off or slowed from the previous quarter as a result of reduced client sales activity and client transitions to new marketing programs during the first quarter of the calendar year. Historically, the Company had expanded its operations in the first quarter to support anticipated business growth beginning in the second quarter. In the past, demand for the Company's services typically slowed or decreased in the third quarter as the volume of business decreased during the summer months. In addition, the Company's operating expenses typically increased during the third quarter in anticipation of higher demand for its services during the fourth quarter. However, more recently, the Company has experienced quarterly fluctuations in its business as a result of other factors, such as the timing of the demand for the particular services the Company offers in the specific geographic areas the Company services. Liquidity and Capital Resources Cash provided by operating activities was $16.9 million for the nine months ended September 30, 2002 versus $10.7 million of cash provided by operating activities for the nine months ended September 30, 2001. The $6.2 million increase in cash provided by operating activities was primarily due to a $4.4 million increase in net income and a $3.1 million increase in depreciation. These increases were partially offset by a net increase of approximately $1.3 million in working capital items. Accounts receivable and prepaid expenses grew approximately $2.3 million more than the prior year but this growth was mostly offset by a $1.0 million increase in accounts payable, accrued expenses and income taxes payable. Cash used in investing activities was $19.3 million for the nine months ended September 30, 2002 compared to $6.4 million for the nine months ended September 30, 2001. The increase over the prior year is attributable to a significant investment in capital expenditures, including costs incurred in connection with infrastructure improvements during the first nine months of 2002. Approximately $9.6 million of equipment was acquired under operating leases in the first nine months of 2002 compared to approximately $6.2 million of equipment acquired under operating leases in the first nine months of 2001. The Company opened four new contact centers, closed one contact center, added 1,142 workstations in the first nine months of 2002, and operated 7,736 workstations at September 30, 2002. In the first nine months of 2001, the Company added 255 workstations, and operated 6,176 workstations at September 30, 2001. Cash provided by financing activities was $5.4 million for the nine months ended September 30, 2002 compared to cash used in financing activities of $2.2 million for the comparable 2001 period. The Company borrowed $5.0 million under its line of credit during the first nine months of 2002 to help finance capital expenditures. In the first nine months of 2001, the Company repaid debt totaling $1.5 million under its line of credit and funded $773,000 of debt issuance costs. 14 The Company's operations will continue to require significant capital expenditures. Historically, equipment purchases have been financed through cash provided by operations, the Company's line of credit, operating leases, and through capitalized lease obligations with various equipment vendors and lending institutions. At September 30, 2002, $21.0 million was outstanding under the Company's line of credit with $64.0 million available to borrow. On May 9, 2002, the Company filed a shelf registration statement with the Securities and Exchange Commission (the "SEC") to register 3,000,000 shares, including 1,000,000 shares by selling shareholders, plus an allowance for over allotments, to be sold in the future. On May 20, 2002, the Company amended the registration statement and the SEC declared the shelf registration statement effective. The Company is considering pursuing a follow-on underwritten public offering of its common stock. In connection therewith, the Company has incurred approximately $550,000 of expenses through September 30, 2002, which have been deferred pending the Company's further evaluation of such a transaction. On October 1, 2002, the Company acquired the assets of Grupo Teleinter, S.A. de C.V., a 100-station contact center operation with headquarters in Mexico City. Recent Accounting Pronouncements In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 superseded Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity," and is effective for transactions initiated after December 31, 2002. Under SFAS No. 146, a company will record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. A liability is incurred when an event obligates the entity to transfer or use assets. Management does not expect the adoption of this statement to have a material impact on the Company's financial position or results of operations. FORWARD LOOKING STATEMENTS This document contains certain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements include statements relating to the Company's intention with regard to a follow-on offering, the appropriateness of the Company's reserves for contingencies, the realizability of the Company's deferred tax assets, the Company's continued provision of services to Aegon, the Company's ability to finance its operations and capital requirements through 2003, certain information relating to outsourcing trends as well as other trends in the CRM services industry and the overall domestic economy, the Company's business strategy including the markets in which it operates, the services it provides, its ability to attract new clients and the customers it targets, the benefits of certain technologies the Company has acquired or plans to acquire and the investment it plans to make in technology, the Company's plans regarding international expansion, the implementation of quality standards, the seasonality of the Company's business, variations in operating results and liquidity, as well as information contained elsewhere in this document where statements are preceded by, followed by or include the words "believes," "plans," "intends," "expects," "anticipates" or similar expressions. For such statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document are subject to risks and uncertainties that could cause the assumptions underlying such forward-looking statements and the actual results to differ materially from those expressed in or implied by the statements. Some factors that could prevent the Company from achieving its goals--and cause the assumptions underlying the forward-looking statements and the Company's actual results to differ materially from those expressed in or implied by those forward-looking statements--include, but are not limited to, the following: (i) equity market conditions; (ii) the competitive nature of the CRM services industry and the ability of the Company to continue to distinguish its services from other CRM service companies and other marketing activities on the basis of quality, effectiveness, reliability and value; (iii) economic conditions which could alter the desire of businesses to outsource certain sales and service functions and the ability of the Company to obtain additional contracts to manage outsourced sales and service functions; (iv) the ability of the Company to offer value-added services to businesses in its targeted industries and the ability of the Company to benefit from its industry specialization strategy; (v) risks associated with investments and operations in foreign countries including, but not limited to, those related to relevant local economic conditions, exchange rate fluctuations, relevant local regulatory requirements, political factors, generally higher telecommunications costs, barriers to the repatriation of earnings and potentially adverse tax consequences; (vi) technology risks, including the ability of the Company to select or develop new and enhanced technology on a timely basis, anticipate and respond to technological shifts and implement new technology to remain competitive; (vii) the results of the Company's operations which depend on numerous factors including, but not limited to, the timing of clients' teleservices campaigns, the commencement and expiration of contracts, the timing and amount of new business generated by the Company, the Company's revenue mix, the timing of additional selling, general and administrative expenses and the general competitive conditions in the CRM services industry and the overall economy, (viii) terrorist attacks and their aftermath, (ix) the Company's capital and financing needs (including the incurrence of significant expenses of a planned offering of common stock if the offering is abandoned) and (x) the cost to defend or settle litigation against the Company or judgments, orders, rulings and other developments in litigation against the Company. 15 Item 4. Controls and Procedures a. Within the 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chairman and Chief Executive Officer along with Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chairman and Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in our periodic SEC filings. b. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation. PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time, the Company is involved in litigation incidental to its business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Management believes that it has defenses in each of the cases set forth below in which it is named as a defendant and is vigorously contesting each of these matters. An unfavorable resolution of one or more of the following lawsuits could adversely affect its business, results of operations, or financial condition As previously reported by the Company, on October 23, 1997, a shareholder, purporting to act on behalf of a class of ICT shareholders, filed a complaint in the United States District Court for the Eastern District of Pennsylvania against the Company and certain of its directors. The complaint alleges that the defendants violated the federal securities laws, and seeks compensatory and other damages, including rescission of stock purchases made by the plaintiff and other class members in connection with the Company's initial public offering effective June 14, 1996. The defendants believe the complaint is without merit, deny all of the allegations of wrongdoing and are vigorously defending the suit. On February 2, 1998, the defendants filed a motion to dismiss the complaint. On May 19, 1998, the complaint was dismissed by a judge for the United States District Court for the Eastern District of Pennsylvania with leave to plaintiff to file an amended complaint on narrow accounting allegations. On June 22, 1998, plaintiffs filed a First Amended Class Action Complaint purporting to bring negligence claims in connection with the Company's initial public offering. The defendants continue to deny all allegations of wrongdoing, believe the amended complaint is without merit and are vigorously defending the suit. On November 3, 1998, the court granted a motion appointing Rowan Klein and Michael Mandat as lead plaintiffs. On February 2, 1999, the court dismissed the case without prejudice, directing that the case remain in status quo, that the statute of limitations be tolled and that the parties continue with discovery and advise the court if assistance by the court is needed. Since that time the defendants filed a motion for summary judgment seeking to have the case dismissed on the grounds that there is no material issue of fact. Plaintiffs filed a response in opposition to defendant's motion and also filed a motion to have the matter certified as a class action. In September 2000, the court entered orders dismissing the defendant's motion for summary judgment and plaintiff's motion for class certification without prejudice, with leave to re-file such motions upon the completion of discovery. The Company and the plaintiffs have reached an agreement to settle this litigation. A definitive Stipulation and Agreement of Settlement has been signed by both the Plaintiffs and the Company and submitted to the Court. The Court has set a hearing date for December 3, 2002 for the purpose of determining whether to approve the proposed settlement. If approved by the Court, the settlement amount would be covered in full by the Company's insurance. 16 In 1998, William Shingleton filed a class action lawsuit against the Company in the Circuit Court of Berkley County, West Virginia alleging that the Company had violated the West Virginia Wage Payment and Collection Act for failure to pay promised signing and incentive bonuses and wage increases, failure to compensate employees for short breaks or "transition" periods and improper deductions for the cost of purchasing telephone headsets. The complaint also included a count for fraud, alleging that the failure to pay for short break and transition time violated specific representations made by the Company to its employees. The Company filed a response denying liability. In 2001, the Court granted Plaintiffs' motion to expand the class to include all current and former hourly employees at all four of the Company's West Virginia facilities and to add twelve current and former executives of the Company as defendants. The Plaintiffs have asserted a new allegation that, in addition to not paying employees for break and "transition time", the Company failed to pay employees for production hours worked. The Court has entered two separate orders granting partial summary judgment against the Company and, in the case of one of the orders, against three of the individual defendants, finding that employees were not paid for all hours attributable to short breaks and idle time of less than 30 minutes in duration. In addition to compensatory claims for unpaid wages, the Plaintiffs are seeking liquidated damages under the West Virginia Wage Payment and Collection Act and punitive damages for allegedly fraudulent conduct on the part of the Company and the individual defendants. The method of calculating liquidated damages under the West Virginia Wage Payment and Collection Act is one of the matters in dispute between the parties and there is a significant difference in the amount of potential liquidated damages using the methods Plaintiffs and the Company contend apply. On October 11, 2002 Plaintiffs filed a Motion For Sanctions requesting the court to find certain evidentiary presumptions and to order the defendants to obtain a surety bond in the initial amount of approximately $11.3 million, reflecting Plaintiffs' contention of the amount of compensatory and liquidated damages due. The Company is vigorously defending the undecided issues in the suit, including the manner in which any liquidated damages are to be calculated and the allegations of fraud. The Company believes it has meritorious arguments that, if successful, would significantly reduce the amount of any liquidated damages and that it has meritorious defenses to the fraud allegations. If, however, the Plaintiffs' method of calculating liquidated damages is followed by the Court, or if there is a finding that the Company is liable for punitive damages as a result of engaging in fraudulent conduct, it could result in a loss which significantly exceeds the $900,000 that the Company has accrued for this litigation in its financial statements and could have a material adverse impact on the Company's operating results for the period in which such actual loss becomes known and on its financial condition. A trial date has been set for March 2003. Item 6. Exhibits (a) Exhibits Exhibit 10.5 - Employment Agreement between John J. Brennan and the Company, dated August 1, 2002 Exhibit 99.1 - Chief Executive Officer Certification Exhibit 99.2 - Chief Financial Officer Certification 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ICT GROUP, INC.
Date: October 24, 2002 By: /s/ John J. Brennan ------------------------------------------ John J. Brennan Chairman and Chief Executive Officer Date: October 24, 2002 By: /s/ Vincent A. Paccapaniccia ---------------------------- Vincent A. Paccapaniccia Executive Vice President Corporate Finance, Chief Financial Officer and Assistant Secretary
18 Sarbanes-Oxley Section 302(a) Certification I, John J. Brennan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of ICT Group, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 24, 2002 /s/ John J. Brennan -------------------------------------- John J. Brennan Chairman and Chief Executive Officer 19 Sarbanes-Oxley Section 302(a) Certification I, Vincent A. Paccapaniccia, certify that: 1. I have reviewed this quarterly report on Form 10-Q of ICT Group, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 24, 2002 /s/ Vincent A. Paccapaniccia ------------------------------------ Vincent A. Paccapaniccia Executive Vice President, Corporate Finance and Chief Financial Officer 20 EX-10.5 3 ex10-5.txt EXHIBIT 10.5 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of August 1, 2002, by and between ICT GROUP, INC., a Pennsylvania corporation (hereinafter called "Company"), and JOHN J. BRENNAN, an individual (hereinafter called "Employee"). W I T N E S S E T H Company wishes to continue to employ Employee and Employee wishes to continue in the employ of Company on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound hereby, Company and Employee agree as follows: 1. Employment. Company hereby continues to employ Employee as Chief Executive Officer, and Employee hereby accepts continued employment by Company, for the period of time and upon the terms, conditions and restrictions contained in this Agreement. 2. Duties and Responsibilities. (a) Employee agrees to assume such duties and responsibilities normally associated with the position indicated above, and as may be assigned to Employee by the Board of Directors of the Company from time to time. (b) During his employment with the Company, Employee may not engage in any business which would detract from his responsibilities to the Company. 3. Term. This Agreement and Employee's employment hereunder shall be for a term of three (3) years, commencing on August 1, 2002 and ending on July 31, 2005, unless sooner terminated as hereinafter provided. This Agreement shall be renewed automatically for successive three (3) year periods, unless either party gives written notice to the other, in accordance with Paragraph 15(c), at least one hundred eighty (180) days prior to the expiration of the original or applicable successive term. 4. Compensation and Benefits. (a) For all of the services rendered by Employee to Company, Employee shall receive a minimum gross annual base salary in the amount specified on Attachment A hereto, less taxes and other deductions required by law, payable in reasonable periodic installments in accordance with Company's regular payroll practices in effect from time to time. Employee's base salary shall be reviewed by Company's Board of Directors annually and may be increased (but not decreased except as contemplated in Paragraph 11(i)) by the Board of Directors in its sole discretion; provided, however, that with respect to compensation and benefit matters generally (including, but not limited to, matters addressed in Appendix A), the rights and obligations of the Board of Directors may be delegated to the Board's Compensation Committee to the extent consistent with the Company's governing instruments, and, in such event, all references in this Agreement to the Board of Directors with respect to compensation or benefits matters shall be deemed a reference to the Compensation Committee. (b) In addition to Employee's base salary, Employee shall be eligible and Company shall pay Employee bonuses in accordance with the bonus programs specified on Attachment A hereto. These bonus programs may be modified by Company's Board of Directors and additional bonus programs may be implemented, provided that any such modifications or additional programs (individually or collectively) shall not result in a reduction in the bonuses, on an annual basis, for which Employee is eligible below those set forth in Attachment A hereto. Employee also shall be eligible to participate in any stock 2 option plans developed for management, in addition to the specific grant of stock options described in Appendix A; provided, however, that the Company's Board of Directors shall retain discretion in determining whether, and to what extent, any additional grants of equity compensation/options (other than those described in Appendix A) are to be made to Employee. (c) Throughout the term of this Agreement, Employee shall be eligible to participate in the insurance and other benefit plans and programs specified on Attachment A hereto. In addition, Employee shall be eligible to participate in all other insurance and other benefit plans and programs as may be offered by Company to its employees, subject to their respective eligibility requirements, and other terms, conditions and restrictions. Employee also shall be eligible for any insurance, bonus, stock, stock option or benefit plan or program which is offered to any other senior executive of the Company, in addition to any items described in Appendix A; provided, however, that the Company's Board of Directors shall retain discretion in determining whether, and to what extent, any additional grants of equity compensation/options (other than those described in Appendix A) are to be made to Employee. (d) The Company will continue to pay Employee additional compensation in an amount sufficient for Employee: (i) to pay the premiums relating to the two insurance policies issued in 1995 on his life that total $5 million in face amount and are owned by and payable to an irrevocable life insurance trust and to pay the premiums for an additional face amount of $5 million of insurance policies on his life, or any comparable replacement insurance thereof; provided, however, that the Company shall not be obligated to acquire the additional $5 million of insurance or any replacement insurance if 3 Employee has become uninsurable or if insurance is not available on reasonable economic terms; and (ii) to pay all applicable taxes on such additional compensation. (e) Employee shall accrue vacation pay at a rate of 2 1/2 days per full-month of employment. (f) Employee will not receive any remuneration or any other benefit from any client or any other company or individual in connection with any transaction in which Company is involved, directly or indirectly, without the prior permission of the Company's Board of Directors. Nor will Employee assign or give any part of the compensation which he receives from Company to any other employee, agent or representative of Company, to any client or any of its employees, agents or representatives, or to any other person or entity involved, directly or indirectly, with Company, without the prior permission of the Company's Board of Directors. (g) Company shall reimburse Employee for actual expenses incurred with regard to personal financial planning, up to a maximum of $25,000 per calendar year and to pay all applicable taxes on such compensation. Company also shall reimburse Employee for reasonable attorneys' fees incurred by him in connection with the re-negotiation of this Employment Agreement and to pay all applicable taxes on such additional compensation. 5. Expenses. Company will reimburse Employee for all reasonable expenses incurred by Employee in connection with the performance of Employee's duties hereunder upon receipt of vouchers therefor satisfactory to Company and in accordance with Company's regular reimbursement procedures and practices in effect from time to time. 4 6. Company Obligations Upon Termination By Company Not For "Willful Misconduct", By Employee for "Good Reason," or By Employee For Other Than "Good Reason:" (a) If (1) Company terminates this Agreement pursuant to Paragraph 3 and terminates Employee's employment pursuant to Paragraph 10; (2) Employee's employment is terminated by Company pursuant to Paragraph 10; or (3) Employee terminates his employment for "Good Reason" pursuant to Paragraph 11(i) (including as a result of non-renewal under Paragraph 3), Company shall fulfill all of its obligations under this Agreement (including, but not limited to, with regard to salary, bonuses and benefits) through the period ending thirty-six (36) months from the date of termination. (b) If Employee terminates his employment for other than "Good Reason" pursuant to Paragraph 11(ii), Company shall fulfill all of its obligations under the Agreement (including, but not limited to, with regard to salary, bonuses and benefits) through the expiration of Employee's obligations under Paragraph 13(a) and (d) below. (c) Employee shall have no obligation to make efforts to obtain replacement income (through employment or other sources) during the period in which Employee receives post-termination payments or benefits from Company and there shall be no offset for replacement income (through employment or other sources) derived. (d) Bonuses for purposes of subparagraphs 6(a) and 6(b) above shall be no less than the combined average of the bonuses for the preceding two years and shall be due and payable to Employee only if the Company's Board of Directors has determined with respect to the applicable periods set forth in 5 subparagraphs 6(a) or 6(b) above that the financial performance of the Company justifies the payment of bonuses to other employees of the Company under the applicable bonus plans. 7. Inability. If Employee is unable to perform the essential functions of his position as Chief Executive Officer, with or without reasonable accommodations, for whatever reason, for a period of thirteen (13) consecutive weeks or for a cumulative period of nineteen (19) weeks during any twelve (12) month period, or if Company determines in good faith based on a reasonable written determination by a reputable physician (the "Determination"), prior to the expiration of either of such periods, that such inability of Employee is of a long-term or permanent nature which is likely to extend beyond either of such periods and Employee is unable to perform the essential functions of his position as Chief Executive Officer, with or without reasonable accommodations, Company shall have the right to terminate Employee's employment pursuant to Paragraph 10 of this Agreement, in which event Employee shall be eligible for payments and benefits pursuant to Paragraph 6(a) of this Agreement. The Determination must be based upon a written determination by a reputable physician selected by the Company, provided, however, that if Employee disagrees with the Determination, Employee must submit within ten (10) business days after receipt of the Determination a written assessment by a reputable physician disagreeing with the Determination (the "Disagreement Notice"), in which case the two physicians and the parties (or their representatives) shall attempt to resolve the matter. If such resolution is not reached within ten (10) business days after the receipt of the Disagreement Notice, the two physicians shall immediately at the end of such ten (10) business day period jointly identify a third reputable physician with whom neither physician has an economic or referral relationship to resolve the matter, and that physician's written 6 determination, which shall be made within ten (10) business days after that physician first received written notice of such disagreement, shall be final and binding on the parties. 8. Death. If Employee dies, Company shall have no further obligations or liabilities to Employee's estate or legal representative or otherwise after the date of his death, except as follows: Employee's estate shall be entitled to receive: (i) all monies owed in terms of salary, bonuses and otherwise, (ii) a lump sum payment in an amount equal to twelve (12) months' salary, (iii) a prorated payment of any bonuses earned for the period prior to Employee's death. In addition, the rights of Employee's estate or beneficiary under any employee benefit or equity compensation plan or arrangement (including, but not limited to, any vested stock options held by Employee) maintained by the Company shall be determined under the relevant plan and ancillary agreements. 9. Discharge for "Willful Misconduct". Company may discharge Employee at any time without prior notice for "Willful Misconduct," which is defined as fraud, misappropriation, embezzlement, self-dealing or conviction of a crime of moral turpitude. In the event Company terminates Employee's employment for "Willful Misconduct," Company shall have no further obligations or liabilities to Employee after the date of his termination. The termination of Employee's employment with Company pursuant to this Paragraph shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement or under any other binding agreement or common law obligation to which Employee is subject. 10. Discharge Not for "Willful Misconduct". Notwithstanding any other provision of this Agreement, Company may discharge Employee at any time for reasons other than "Willful Misconduct" by providing Employee with thirty (30) 7 days' written notice, which notice Company may waive, in whole or in part, in its sole discretion, by paying Employee for such thirty (30) days. Upon termination of Employee pursuant to this Paragraph, whether during the then current term of this Agreement, upon expiration of its then current term or subsequent to its expiration, Company shall be obligated to provide Employee with post-termination payments and benefits in accordance with Paragraph 6(a) of this Agreement. The termination of Employee's employment with Company pursuant to this Paragraph shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement or under any other binding agreement or common law obligation to which Employee is subject. 11. Termination by Employee. Employee may terminate his employment under this Agreement at any time by providing Company with thirty (30) days' written notice, which notice Company may waive, in whole or in part, in its sole discretion, by paying Employee for such thirty (30) days. In such event: (i) Termination By Employee For "Good Reason": Upon termination of his employment by Employee for "Good Reason," whether during the then current term of this Agreement, upon expiration of its then current term or subsequent to its expiration, Company shall be obligated to provide Employee with post-termination payments and benefits in accordance with Paragraph 6(a) of this Agreement. "Good Reason" is defined as: (i) a substantial (20% or more) reduction in Employee's salary or benefits; provided, however, that such a reduction which is part of a general salary or benefit reduction applicable to all senior Executives of the Company shall not be deemed to constitute 8 Good Reason; (ii) a substantial change in Employee's duties and responsibilities which change would reduce Employee's stature, importance and dignity within Company; (iii) a "Change of Control." As used herein, a "Change of Control" shall be deemed to have occurred if: (a) Any "person" (as such term is used in sections 13(d) and 14(d) of the Exchange Act) other than Employee becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of any transaction in which the shareholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such shareholders directly or indirectly to more than 50% of the voting power of the successor or surviving entity; or (b) The consummation of (i) a merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders directly or indirectly to more than 50% of the voting power of the surviving corporation, or (ii) a sale or other disposition of all or substantially all of the assets of the Company; or 9 (c) The consummation of any other transaction which, in the reasonable judgment of the Company's Board of Directors (but excluding Employee), effectively constitutes a Change of Control of the Company. In the event Company terminates this Agreement pursuant to Paragraph 3, but does not terminate Employee's employment in conjunction with its termination of this Agreement, Employee shall be entitled to terminate his employment for Good Reason within one year after Employee's actual knowledge of the event constituting Good Reason and receive post-termination payments and benefits in accordance with Paragraph 6(a) above. (ii) Termination by Employee For Other Than "Good Reason:" In the event that Employee terminates his employment for other than "Good Reason," whether during the then current term of this Agreement, upon expiration of its then current term or subsequent to its expiration, Company shall be obligated to provide Employee with post-termination payments and benefits in accordance with Paragraph 6(b) of this Agreement. The termination of Employee's employment with Company pursuant to this Paragraph 11 shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement, or under any other binding agreement or common law obligation to which Employee is subject. 12. Company Property. (a) All advertising, sales, manufacturers' and other materials or articles or information, including without limitation, data processing reports, client sales analyses, invoices, price lists or information, samples, or any other materials or data of any kind furnished to Employee by Company or developed by Employee on behalf of Company or at Company's direction or for 10 Company's use or otherwise in connection with Employee's employment hereunder, are and shall remain the sole and confidential property of Company. (b) Immediately upon termination of Employee's employment, whether by Employee or Company, whether during the then current term of this Agreement, upon expiration of its then current term or subsequent to its expiration, Employee shall deliver to Company all Company property (for example, keys and credit cards) and all documents, books, records, lists, computer programs and other documents relating to Company's business, regardless of where or by whom said writings were kept or prepared, retaining no copies. (c) In the event Employee receives notice from Company that his employment is or will be terminated or Employee provides Company with notice of his intent to resign, within ten (10) days of receiving or providing such notice, and thereafter as may be requested by Company, Employee shall provide Company with a list of all clients and potential clients with whom he is working and/or negotiating and a summary of the status of each matter with which he is involved, directly or indirectly. 13. Restrictive Covenants, Trade Secrets, Etc. (a) For a period of one (1) year after the termination of his employment with Company, for any reason whatsoever, whether during the then current term of this Agreement, upon expiration of its then current term or subsequent to its expiration, whether by Employee or Company, Employee shall not, for his own benefit or for the benefit of any third party, directly or indirectly, in any capacity, participate in any of the following activities: (i) hire or do any business with any employee of Company or otherwise induce or attempt to influence any employee of Company to terminate his or her employment with Company; (ii) divert, solicit, or do any business with any current, former 11 (within two (2) years of the date of termination), or potential (engaged in discussion with Company as of the date of termination) client of Company; or (iii) cause or attempt to cause any current, former, or potential client to refrain from doing business with Company. In light of the fact that the clients of Company will be engaged in operations worldwide and Company will be contacting potential customers for its clients throughout the world, the restrictions set forth in this Paragraph 13(a) shall apply worldwide. (b) During his employment and for a period of two (2) years thereafter, Employee shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any material referred to in Paragraph 12 above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of clients or customers or any data on or relating to past, present or prospective clients or customers or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. (c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during his employment with the Company, whether during working hours or at any other time and whether at the request or upon the suggestion of Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive 12 property of Company. Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques, except that Company shall reimburse Employee for any expenses which Employee may incur in vesting absolute title thereto in Company. (d) For a period of one (1) year after the termination of his employment with Company, for any reason whatsoever, whether during the then current term of this Agreement, upon its expiration or subsequent to its expiration, whether by Employee or Company, Employee shall not engage in or be financially interested in any business which is engaged in the business of telemarketing in any country in which the Company has an active operation. (e) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), (c) and (d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore 13 acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. (f) Employee agrees that if any or any portion of the foregoing covenants or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants shall not be affected and the remaining covenant or covenants shall then be given full force and effect without regard to the invalid or unenforceable portion(s). If the covenant is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, Employee agrees that the court making such determination shall have the power to reduce the area and/or the duration and/or scope thereof, and the covenant shall then be enforceable in its reduced form. (g) If Employee violates any of the restrictions contained in the foregoing subparagraph (a), (b) or (d), the restrictive period shall not run in favor of Employee from the time of the commencement of any violation until such time as the violation shall be cured by Employee to the satisfaction of Company. 14. Prior Agreements. Employee represents to Company that: (a) there are no restrictions, agreements or understandings whatsoever to which Employee is a party which would prevent or make unlawful his execution of this Agreement or his employment hereunder; (b) there are no agreements, restrictions or understandings whatsoever to which Employee is a party which place any limitations as to the companies or individuals with whom he may do business; (c) 14 his execution of this Agreement and his employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which he is a party and by which he is bound; and (d) he is free and able to execute this Agreement and to enter into employment by Company. 15. Miscellaneous. (a) Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the waiving party. No waiver shall be valid unless in writing and signed by Employee and a representative of the Company authorized to sign on behalf of the Company by the Company's Compensation Committee. (b) Controlling Law. This Agreement and all questions relating to validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. (c) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mails, registered or certified mail, postage prepaid, return receipt requested, addressed in the case of Company, to the Company's Compensation Committee with a copy to the Company's General 15 Counsel, at the Company's principal place of business, and in the case of Employee, to 1513 Harvest Drive, Yardley, Pennsylvania 19067. (d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of Company and its successors and assigns and shall be binding upon Employee his heirs and legal representatives. (e) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (f) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (g) Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, including, without limitation, any prior employment agreement(s) between Employee and Company. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing and signed by Employee and a representative of the Company authorized by the Company's Compensation Committee to sign such modification or amendment on behalf of the Company. 16 (h) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. (i) Survival. The covenants contained in Paragraphs 12 and 13 shall survive the expiration of this Agreement and the termination of Employee's employment. (j) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and Holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or Holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such Holiday. (k) Consolidation Merger. Nothing in this Agreement shall preclude Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another entity which assumes this Agreement and all obligations and undertakings of Company hereunder. Under such a consolidation, merger or transfer of assets and assumption, the term "the Company," as used herein, shall mean such other entity and this Agreement shall continue in full force and effect. (l) Ownership of Stock or Stock Options. Except as expressly provided for in this Agreement, nothing in this Agreement shall affect, change, diminish or eliminate any rights which Employee currently has, previously had or subsequently may have with regard to stocks, stock options or other ownership interests pursuant to other agreements, plans or trusts. 17 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement in Newtown, Pennsylvania on the date first above written. ICT GROUP, INC. By:________________________________ ________________________________ Chairman, Compensation Committee John J. Brennan 18 APPENDIX A ---------- A. ANNUAL BASE SALARY: Employee's annual base salary shall be a minimum of Five Hundred Seventy-Five Thousand Dollars ($575,000). Employee's annual base salary shall be reviewed by the Company's Compensation Committee at least annually on the anniversary of this Agreement, and may be increased at the discretion of the Company's Compensation Committee based on Employee's performance. In no event shall Employee's annual base salary be reduced during the term of this Agreement. B. BONUSES: 1. Employee shall be eligible to participate in a Quarterly Incentive Plan (QIP) equal to up to one hundred fifty percent (150%) of his then base salary. Eighty percent (80%) of Employee's QIP is based on corporate performance each quarter measured against the Company's then current Business Plan. The remaining twenty percent (20%) of Employee's QIP is based on his achievement of specific management objectives set each year. Both portions of the QIP are paid out within 105 days of year-end in cash and/or stock options, the mix of which is determined by the Company's Compensation Committee. 2. Employee shall be eligible to participate in an Annual Incentive Plan (AIP) equal to up to two hundred percent (200%) of the QIP bonus Employee achieves during the year. The AIP bonus is based on the Company's achieving specific operating profit and profitability targets for the year. The AIP is determined after completion of the audited results for the year and is paid out within 105 days of year-end. Payout is in the form of cash and/or stock options, the mix of which is determined by the Company's Compensation Committee. 1 C. GRANT OF STOCK OPTIONS: 1. The Company agrees to take all appropriate steps to cause a grant of stock options under the terms of the Company's 1996 Equity Compensation Plan or successor plan, if applicable (the "Plan") to be made by the Committee (as that term is defined in the Plan) on May 1, 2003 (the "Initial Date of Grant"), and on each of the meetings of the Board of Directors occurring on or about the first and second anniversaries of the Initial Date of Grant, each such stock option to be subject to the terms and conditions of the Plan, and consistent with the terms and conditions of the applicable form of Grant Letter (as that term is defined in the Plan), except that each such stock option shall, to the extent permissible under the terms of the Plan, be granted on the following terms and conditions: (a) Each such grant shall be a Nonqualified Stock Option (as that term is defined in the Plan), providing Employee with the right to acquire 100,000 shares of Company Stock (as that term is defined in the Plan). (b) The purchase price per share for each such grant shall be equal to the Fair Market Value (as that term is defined in the Plan) of a share of Company Stock determined under the terms of the Plan as of the date of grant of the Nonqualified Stock Option. (c) The Nonqualified Stock Option shall be subject to such additional terms and conditions regarding vesting, term and termination and related matters as shall be determined by the Committee, consistent and in accordance with the provisions of the Plan; provided, however, that 25% of the Nonqualified Stock Option shall vest on the Grant Date and the remainder in equal installments as of the first, second, and third anniversaries of the relevant Grant Date so long as Executive remains employed by the Company on the relevant vesting date. 2 (d) With respect to the grants of Nonqualified Stock Options to be made on or about the Initial Date of Grant as well as on or about the first and second anniversaries of the Initial Date of Grant, the Committee shall have the right to reduce or eliminate such grant if the Committee determines that the Company's earnings per share for the Company's most recent fiscal year are not in excess of the Company's earnings per share for the Company's fiscal year prior to the most recent fiscal year. In addition, in the event of (i) a material change in the capitalization of the Company (including, but not limited to, a public offering, stock split or spin-off); or (ii) a material negative performance variance from the Company's business plan resulting from circumstances not attributable to Employee's performance or, alternatively, reflecting inadequate performance by Employee, the Committee shall have the right to increase or decrease the number of shares subject to the grants of Nonqualified Stock Options under Section C(1)(a) above to reflect such circumstances in such manner as the Committee in its discretion may determine. 2. The Company shall also take all appropriate steps to cause the Committee to approve the stock option grants as described above, subject in all events to the availability of shares of Common Stock to make such grants under the Plan, and subject further to Executive's continued employment by the Company as of the date of each such stock option grant. D. BENEFIT PLANS AND POLICIES: 1. Employee shall be eligible to participate in all of the Company's benefit plans and policies, including, but not limited to, the Company's health insurance plan, life insurance plan, short-term disability plan and long-term disability plan. 2. In addition to the foregoing, Employee is entitled to the following benefits: 3 (a) The Company will continue to lease for Employee in the Company's name a luxury car; Company is responsible for the full cost of the lease as well as the full cost of insurance and any and all repairs. (b) The Company will continue to pay in full the premiums for Employee's whole life insurance policy with Manufacturers' Life Insurance Company, which policy has a face value of $500,000 to be paid to Employee's Estate upon the death of Employee. (c) The Company will continue to pay the premiums associated with Employee's individual disability policy with Phoenix Home Life Insurance Company to ensure the continuation of the level of disability coverage existing as of the date of the execution of this Agreement; in the event that Phoenix Home Life Insurance Company should terminate this disability policy for any reason, the Company will pay all expenses in connection with the purchase of a replacement policy which provides substantially identical coverage to Employee. ICT GROUP, INC. By:________________________________ _________________________________ Chairman, Compensation Committee John J. Brennan 4 EX-99 4 exh99-1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of ICT Group, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), John J. Brennan, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. October 24, 2002 /s/ John J. Brennan -------------------------------------- John J. Brennan Chief Executive Officer EX-99 5 exh99-2.txt EXHIBIT 99.2 Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of ICT Group, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Vincent A. Paccapaniccia, Executive Vice President, Corporate Finance and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. October 24, 2002 /s/ Vincent A. Paccapaniccia -------------------------------------- Vincent A. Paccapaniccia Executive Vice President, Corporate Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----