-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FvTSt20i9rerXsmcsxtJaWkdCuNbPHyKJgG0RJWXYzIzZ9uxSIxcJh/BYUVSKYQE pEtllKXU9E+o5fJcqSAIeA== 0000950152-95-001634.txt : 19950803 0000950152-95-001634.hdr.sgml : 19950803 ACCESSION NUMBER: 0000950152-95-001634 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950801 EFFECTIVENESS DATE: 19950820 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER TASK GROUP INC CENTRAL INDEX KEY: 0000023111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 160912632 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61493 FILM NUMBER: 95558175 BUSINESS ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 BUSINESS PHONE: 7168828000 MAIL ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 FORMER COMPANY: FORMER CONFORMED NAME: MARKS BAER INC DATE OF NAME CHANGE: 19690128 S-8 1 COMPUTER TASK GROUP S-8 1 As filed with the Securities and Exchange Commission on August 1, 1995 Registration No. 33- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- COMPUTER TASK GROUP, INCORPORATED (Exact name of registrant as specified in its charter) New York 16-0912632 (State or other jurisdiction of (I.R.S.Employer Identification No.) incorporation or organization) 800 Delaware Avenue, Buffalo, New York 14209 (Address of Principal Executive Offices, Including Zip Code) Computer Task Group, Incorporated 1991 Employee Stock Option Plan Computer Task Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan (Full Title of the Plans) Copy to: Joseph G. Makowski, Esq. Ward B. Hinkle, Esq. Computer Task Group, Incorporated Hodgson, Russ, Andrews, Woods & Goodyear LLP 800 Delaware Avenue 1800 One M&T Plaza Buffalo, New York 14209 Buffalo, New York 14203 (716) 882-8000 (716) 856-4000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------
Proposed Proposed Maximum Maximum Offering Aggregate Title of Securities Amount to be Price Offering Amount of to be Registered Registered Per Share(1) Price(1) Registration - ---------------------------------------------------------------------------------- Common Stock, par value $.01 500,000 (2) $15.4375 $7,718,750 $2,661.43 Common Stock, par value $.01 100,000 (3),(4) $15.4375 $1,543,750 $532.29 - ---------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the shares on the New York Stock Exchange composite reporting system on July 28, 1995. (2) The amount being registered is the number of additional shares of Common Stock that are issuable upon exercise of options granted as a result of the 1995 amendments to the Registrant's 1991 Employee Stock Option Plan. (3) The amount being registered for the first time is the aggregate number of shares of Common Stock that are issuable pursuant to the Registrant's Nonqualified Key Employee Deferred Compensation Plan. (4) Pursuant to Rule 416(c) under the Securities Act of 1933, there are hereby registered on this registration statement an indeterminate number of interests in the Deferred Compensation Plan. Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate fee is required with respect to interests in the Deferred Compensation Plan.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE --------------------------------------- The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above; and (c) The description of the Registrant's Common Stock contained in the Registrant's registration statement filed with the Commission under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES ------------------------- Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL -------------------------------------- Certain legal matters with respect to the Common Stock being offered hereby have been passed upon by Joseph G. Makowski, Vice President, Secretary and General Counsel to the Registrant. As of July 31, 1995, Mr. Makowski beneficially owned less than one percent of the Registrant's issued and outstanding Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ----------------------------------------- Section 722(a) of the New York Business Corporation Law (the "BCL") generally provides that a corporation shall have the power to indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of II-2 3 the fact that he or she was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in, or in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. In addition, Section 722(c) of the BCL provides that a corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him or her in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. Article V of the Registrant's By-laws requires the Registrant to indemnify its officers and directors to the fullest extent in accordance with and permitted by law for the defense of civil and criminal proceedings against them by reason of their service as officers or directors. Section 723 of the BCL provides that a person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in BCL section 722 shall be entitled to indemnification as authorized in such section. Any indemnification under BCL Section 722 or otherwise permitted by law, unless ordered by a court, shall be made by a corporation, only if authorized in the specific case by the Board of Directors or shareholders pursuant to BCL Section 723. In no event may indemnification be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The BCL also empowers the Registrant to purchase and maintain certain types of directors and officers liability insurance. The Registrant has purchased such insurance (effective through April 1, 1996) which, in general, provides for indemnification of officers and directors for any damages, costs or expenses up to $10,000,000, less a $250,000 deductible for the Registrant and a $5,000 deductible per director ($25,000 maximum), which they are legally required to pay, resulting from any error, misstatement, misleading statement, act, omission, neglect or breach of duty committed, attempted or allegedly committed or attempted by such officers or directors (subject to certain exceptions) solely by reason of their status as such. Such insurance does not cover fines or penalties imposed by law or losses which are not II-3 4 reimbursable by law. If available on terms and conditions deemed reasonable, the Registrant intends to purchase similar insurance in the future. Section 402 of the BCL generally provides that a corporation's certificate of incorporation may set forth a provision eliminating or limiting the personal liability of directors to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated Section 719 of the BCL (generally prohibiting unlawful dividends or distributions, share repurchases, distributions after dissolution, or loans). The Registrant's Certificate of Incorporation provides that no director of the Registrant shall be personally liable to the Registrant or its shareholders for damages or any breach of duty in such capacity occurring after May 25, 1988, except as otherwise provided by law. The foregoing is only a summary of the described sections of the New York Business Corporation Law and is qualified in its entirety by reference to such sections. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ----------------------------------- Not applicable. ITEM 8. EXHIBITS 4. (a) Computer Task Group, Incorporated 1991 Employee Stock Option Plan (b) Computer Task Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan 5. Opinion of Joseph G. Makowski, Vice President, Secretary and General Counsel for Registrant as to legality of securities being registered 23. (a) Consent of Price Waterhouse LLP (b) Consent of Joseph G. Makowski, Vice President, Secretary and General Counsel 24. Power of Attorney ITEM 9. UNDERTAKINGS ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) II-4 5 to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulations S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. [Remainder of Page Intentionally Left Blank] II-5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on July 21, 1995. COMPUTER TASK GROUP, INCORPORATED BY: /s/ Gale S. Fitzgerald ------------------------------------ Gale S. Fitzgerald Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints JOSEPH G. MAKOWSKI and PETER P. RADETICH, and each of them severally, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or each of them or their or his substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- (a) Principal Executive Officer Chairman, Chief Executive /s/ Gale S. Fitzgerald Officer and Director July 21, 1995 ---------------------- Gale S. Fitzgerald (b) Principal Financial and Accounting Officer Vice President and /s/ Samuel D. Horgan Chief Financial Officer July 21, 1995 -------------------- Samuel D. Horgan
II-6 7
(c) Directors Date /s/ G. David Baer - --------------------------------- G. David Baer July 21, 1995 /s/ Randolph A. Marks - ----------------------------- Randolph A. Marks July 21, 1995 /s/ Paul W. Joy - ----------------------------------- Paul W. Joy July 21, 1995 /s/ Richard L. Crandall - ------------------------------- Richard L. Crandall July 21, 1995 /s/ George B. Beitzel - ---------------------------------- George B. Beitzel July 21, 1995
(d) The Plan Pursuant to the requirements of the Securities Act of 1933, the members of the Compensation Committee of the Registrant's Board of Directors have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Buffalo, State of New York, on July 21, 1995. COMPUTER TASK GROUP, INCORPORATED NONQUALIFIED KEY EMPLOYEE DEFERRED COMPENSATION PLAN BY: /s/ George B. Beitzel --------------------------------------------------- Director and Chairman of the Compensation Committee II-7 8 EXHIBIT INDEX
Page or Exhibit No. Description Reference - ----------- ----------- ---------- 4(a) Copy of Computer Task Group, Incorporated 1991 Employee Stock Option Plan (1) 4(b) Copy of Computer Task Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan II - 9 5 Opinion of Joseph G. Makowski, Vice President, Secretary and General Counsel to Registrant as to legality of securities being registered II - 10 23 (a) Consent of Price Waterhouse LLP II - 11 23 (b) Consent of Joseph G. Makowski, Vice President Secretary and General Counsel (included in Exhibit No. 5) 24 Power of Attorney II-6 - -------------------------------------------------------------------------------------------------------- (1) Filed as Appendix A to the Registrant's definitive Proxy Statement dated March 27, 1995 in connection with the Registrant's annual meeting of shareholders held on April 26, 1995, and incorporated herein by reference.
II-8 EX-4.B 2 COMPUTER TASK GROUP S-8 EXHIBIT 4(B) 1 Exhibit 4 (b) - Computer Task Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan II-9 2 COMPUTER TASK GROUP, INCORPORATED NONQUALIFIED KEY EMPLOYEE DEFERRED COMPENSATION PLAN ---------------------------------------------------- ARTICLE I DEFINITIONS, BACKGROUND, PURPOSE AND EFFECTIVE DATE --------------------------------------------------- SECTION 1.1 DEFINITIONS. For purposes of the Plan, the following terms shall have the definitions stated below unless the context clearly indicates otherwise: (a) "BOARD" means the Board of Directors of Computer Task Group, Incorporated. (b) "CHAIRMAN" means the Chairman and Chief Executive Officer of the Corporation. (c) "CODE" means the Internal Revenue Code of 1986, as amended. (d) "COMMITTEE" means the Compensation Committee of the Board. (e) "COMPENSATION" means base salary and bonus compensation actually earned by a Participant in a calendar year, including any compensation deferred by a Participant under the Corporation's plan qualified under 401(k) Plan and including any Elective Deferrals under this Plan from base salary and bonus compensation, and excluding, without limitation, (i) any amounts paid to a Participant under any other qualified or nonqualified compensation plan, including without limitation any amounts paid pursuant to a stock option or other stock plan and (ii) any noncash compensation such as relocation expenses, advances on salary and travel advances. (f) "CORPORATION" means Computer Task Group, Incorporated. (g) "CORPORATION CONTRIBUTION ACCOUNT" means a sub-account of the Deferred Compensation Account comprised of Corporation Contributions credited thereto and earnings thereon. (h) "CORPORATION STOCK" means shares of common stock, $.02 par value, issued by the Corporation, or any successor securities thereto. (i) "DEFERRED COMPENSATION ACCOUNT" means the account maintained for each Participant to which are credited all amounts allocated thereto in accordance with this Plan, and adjusted for earnings thereon. (j) "EMPLOYEE CONTRIBUTION ACCOUNT" means a sub-account of the Deferred Compensation Account comprised of the Employee Contributions allocated to such account and earnings thereon. 3 (k) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (l) "PARTICIPANT" means an employee selected to participate in the Plan pursuant to Section 2.1. (m) "PLAN" means the Computer Task Group, Incorporated Nonqualified Key Executive Deferred Compensation Plan as initially approved by the Committee on February 2, 1995 and as it shall be amended from time to time. (n) "PLAN ADMINISTRATOR" means the Committee. (o) "PLAN YEAR" means the calendar year, unless otherwise determined by the Committee. The first Plan Year shall commence on January 1, 1995. (p) "RABBI TRUST" means a trust agreement, if established, entered into by and between the Corporation and any trustee, to provide certain benefits under the Plan. (q) "401(K) PLAN" means the Computer Task Group, Incorporated 401(k) Retirement Plan. (r) "SEPARATION FROM SERVICE" means an employee's termination of employment for any reason, such that the employee is not employed by the Corporation or any company in an affiliated group for tax purposes with the Corporation. (s) "YEAR OF PARTICIPATION" means a Plan Year during which the Participant is a Participant for the entire Plan Year. Notwithstanding the preceding sentence, each employee who is selected as a Participant at the commencement of the Plan shall be deemed a Participant beginning on January 1, 1995 for this purpose. Any other employee selected as a Participant shall become a Participant on January 1 of the Plan Year immediately following the employee's selection. SECTION 1.2 BACKGROUND AND PURPOSE OF THE PLAN. The purpose of the Plan is to establish an unfunded plan to provide Corporation-provided deferred compensation commensurate with the performance of the Corporation for a select group of highly compensated employees to retain the services of certain of such employees and to provide an additional elective opportunity for certain of such employees to defer a portion of their compensation, in all events upon such terms as shall be established by the Committee. SECTION 1.3 EFFECTIVE DATE. Except as otherwise provided, the effective date of the Plan is January 1, 1995. 4 ARTICLE II PARTICIPATION ------------- SECTION 2.1 ELIGIBILITY FOR PARTICIPATION. An employee of the Corporation shall be eligible to participate in the Plan if, with respect to the ability to make Elective Contributions pursuant to Section 3.1 and/or to be awarded Corporation Contributions pursuant to Section 3.2, the employee is recommended by the Chairman to participate in the Plan and such recommendation is approved by the Committee, in its sole discretion. SECTION 2.2 CESSATION OF ELIGIBILITY. With respect to any Plan Year, a Participant shall continue to be eligible to elect to defer Compensation pursuant to Section 3.1 and/or to receive an award of Corporation Contributions pursuant to Section 3.2 if the Participant's eligibility is not terminated (with respect to the Plan Year no later than 90 days after the beginning of such Plan Year) by recommendation of the Chairman and approval of such recommendation by the Committee, and if the Participant remains in the employ of the Corporation for the entire Plan Year. ARTICLE III CONTRIBUTIONS ------------- SECTION 3.1 EMPLOYEE CONTRIBUTIONS. With respect to any Plan Year commencing after December 31, 1994, a Participant may irrevocably elect prior to December 1 of the Plan Year preceding such Plan Year (except with respect to the Plan Year ending December 31, 1995, prior to June 16, 1995) to defer all or a part of his or her Compensation in a certain dollar amount or percentage not to exceed that permitted by the Committee ("Employee Contributions"). The Committee shall credit the Participant's Employee Contribution Account with an amount equal to such Employee Contributions at such times and in such amounts as would otherwise have been paid or made available to such Participant. The elections described in this subsection shall be made by such time and using such forms as the Plan Administrator shall provide. SECTION 3.2 CORPORATION CONTRIBUTIONS. With respect to each Plan Year commencing after December 31, 1994, a Participant eligible to receive an award of Corporation Contributions shall be awarded an amount equal to a specified percentage of the Participant's Compensation for the Plan Year. The percentage shall be determined for each Plan Year based on the degree of achievement by the Corporation of certain performance targets recommended by the Chairman and approved by the Committee. Both the award percentages and the degree of the achievement of the performance targets shall be determined by the Committee, in its sole discretion at a meeting of the Committee following the close of the audit of the Corporation by its outside accountants for the Plan Year. Such award shall be credited to the Participant's Corporation Contribution Account as of January 1 of the Plan Year following the Plan Year for which the Corporation Contribution is awarded, and such award may be in the form of cash or Corporation Stock at the sole discretion of the Committee. 5 ARTICLE IV ACCOUNTS AND INVESTMENTS ------------------------ SECTION 4.1 THE DEFERRED COMPENSATION ACCOUNT. The Committee shall maintain for each Participant a Deferred Compensation Account to which it shall credit all amounts allocated thereto in accordance with Sections 3.1 and 3.2. Each Participant's Deferred Compensation Account shall be adjusted no less often than annually, beginning January 1, 1995, to reflect the credits made to the Deferred Compensation Account and any interest, earnings, gains and losses thereon pursuant to Section 4.2. Such adjustments shall be made as long as any amount remains credited to the Deferred Compensation Account. The amounts allocated and the adjustments made shall comprise the Deferred Compensation Account at any time. SECTION 4.2 INTEREST, EARNINGS, GAINS AND LOSSES. Amounts represented by the Deferred Compensation Accounts of all Participants shall be credited with interest or invested in an investment vehicle(s) (including but not limited to Corporation Stock) in the sole discretion of the Committee. A Deferred Compensation Account shall be credited with its share of the interest thereon or the earnings, gains and losses of such investment vehicles for the period for which the Account is so invested no less often than annually. Interest, earnings, gains and losses shall accrue annually on the balance as of the first day of each Plan Year and shall be credited annually as of the last day of the Plan Year during which such interest, earnings, gains and losses accrued. SECTION 4.3 THE RABBI TRUST. The Committee may determine that the Corporation shall establish a Rabbi Trust to which the Corporation shall contribute all amounts credited to the Employee and Corporation Contribution Accounts in accordance with Sections 3.1, 3.2, and 4.2 of the Plan. SECTION 4.4 RIGHTS AS GENERAL CREDITOR. Unless the Corporation establishes the Rabbi Trust, a Deferred Compensation Account does not constitute a trust fund or escrow. A Participant's interest in the Deferred Compensation Account and in the Rabbi Trust, if established, is limited to the right to receive payments as provided under the Plan and the Rabbi Trust, if any, and the Participant's position is that of a general unsecured creditor of the Corporation with respect to the entire Deferred Compensation Account, i.e., the Corporation Contributions, Employee Contributions, and interest, earnings, gains and losses thereon. 6 SECTION 4.5 VESTING IN EMPLOYEE CONTRIBUTION ACCOUNT. Except as otherwise provided in this Article, a Participant shall at all times have a 100% nonforfeitable right to the value of his or her Employee Contribution Account. SECTION 4.6 VESTING IN CORPORATION CONTRIBUTION ACCOUNT. Except as otherwise provided in this Article, (a) A Participant who first becomes a Participant in the Plan in 1995 shall have a 100% nonforfeitable right to the value of the Participant's Corporation Contribution Account on January 1, 2003, and, in the case of any other Participant, such Participant shall have a 100% nonforfeitable right to the value of the Participant's Corporation Contribution Account on the January 1 following eight full calendar years after the Participant first becomes a Participant in the Plan, and no Participant shall have any right to any amount in such Account prior to such respective date. (b) Notwithstanding subsection (a), prior to January 1, 2003, in the case of a Participant who first becomes a Participant in the Plan in 1995, or, prior to the January 1 following eight full calendar years after the Participant first becomes a Participant in the Plan, in the case of a Participant who first becomes a Participant in the Plan after 1995, if a Participant incurs a Separation from Service (i) involuntarily and without Cause, (ii) due to death, disability (as hereafter defined), or retirement at age 65 or later, or (iii) if there is a Change of Control, as defined in Section 4.8, such Participant shall have a nonforfeitable right in a portion of the Participant's Corporation Contribution Account equal to 12.5% times the Participant's Years of Participation. (c) Notwithstanding subsections (a) or (b), if a Participant incurs a Separation from Service for Cause, the Participant shall forfeit all amounts in the Participant's Corporation Contribution Account. (d) For purposes of this Plan, Separation from Service due to disability shall mean separation from service due to a physical or mental condition which prevents the Participant from engaging in any gainful occupation in which the Participant might reasonably be expected to engage, with due regard for the Participant's education, training, experience, and prior economic status. The determination shall be made on medical evidence by a licensed physician assigned by the Committee. Separation from Service due to disability shall exclude disabilities arising from: (i) intentionally self-inflicted injury or intentionally self-induced sickness, (ii) a proven unlawful act or enterprise on the part of the Participant, or (iii) military service where the Participant is eligible to receive a government military disability pension. In all cases, the Committee shall make the final determination whether a Participant has 7 incurred a Separation from Service due to disability for purposes of this Plan. (e) For purposes of this Plan, Separation from Service for Cause shall mean termination of employment due to: (i) Embezzlement from the Corporation (ii) Theft from the Corporation (iii) Defrauding the Corporation (iv) Drug addiction (v) Habitual intoxication (vi) Use or disclosure of Corporation or client confidential or proprietary information (vii) Engaging in activities or businesses which are substantially in competition with the Corporation (viii) Any other action, activity or course of conduct which is substantially detrimental to the Corporation's business or business reputation (ix) Violation of the provision of the terms of any nondisclosure and nonsolicitation, noncompetition, or other contractual agreement between the Participant and the Corporation. SECTION 4.7 PAYMENT OF BENEFITS. (a) COMMENCEMENT. Except as otherwise provided in this Section and subject to the vesting provisions of Section 4.6, if the Participant does not make an election in the time and manner specified in (c), the vested value of a Participant's Deferred Compensation Account shall be paid under the Plan as soon as practicable on or after the Participant's Separation from Service but in any event not later than 90 days after such Separation from Service. In the case of a Change of Control, as defined in Section 4.8, the vested value of a Participant's Deferred Compensation Account shall be paid in cash immediately following such Change of Control. (b) NORMAL FORM OF PAYMENT. Except as otherwise provided in this Section and subject to the vesting provisions of Section 4.6, if the 8 Participant does not make an election in the time and manner specified in (c), benefits payable under the Plan (i.e. vested benefits) shall be paid in the form of a single lump sum payment and shall, with respect to the Employee Contribution Account, be in the form of cash, and with respect to the Corporation Contribution Account, be in the form of cash, Corporation Stock, or a combination of cash and such Corporation Stock, to be determined in the sole discretion of the Committee. Shares of Corporation Stock used to satisfy the obligation of the Corporation under this Plan shall be valued at their fair market value. For purposes of this Plan, fair market value means as of any date the average of the highest and lowest reported sales prices on such date (or if such date is not a trading day, then the most recent prior date which is a trading day) of a share of Corporation Stock as reported on the composite tape, or similar reporting system, for issues listed on the New York Stock Exchange (or, if the Corporation Stock is no longer traded on the New York Stock Exchange, on such other national securities exchange on which the Corporation Stock is listed or national securities or central market system upon which transactions in Corporation Stock are reported, as either shall be designated by the Committee for the purposes hereof) or if sales of Corporation Stock are not reported in any manner specified above, the average of the high bid and low asked quotations on such date (or if such date is not a trading day, then on the most recent prior date which is a trading day) in the over-the-counter market as reported by the National Association of Securities Dealers' Automated System or, if not so reported, by National Quotation Bureau, Incorporated or similar organization selected by the Committee. (c) ELECTION OF FORM OF PAYMENT. Notwithstanding (a) and (b), the Participant may elect any future date or event with respect to the time at which payment of the Employee Contribution Account will be made, subject to the approval of the Committee, in its sole discretion, and provided that such written election is filed with the Committee at the same time and with respect to the Compensation that is deferred for the same period pursuant to Section 3.1, i.e. prior to the calendar year for which the Compensation is deferred (except with respect to the Plan Year ending December 31, 1995, prior to June 16, 1995). However, in no event shall such payment be later than 90 days after the Participant's Separation from Service, or, if earlier, immediately following a Change of Control. (d) UNFORESEEABLE EMERGENCY. In the case of an unforeseeable emergency, as defined below, a Participant may submit a written request to the Committee for (1) a distribution of all or a part of his or her Employee Contribution Account and, if fully vested, all or a part of his or her Corporation Contribution Account prior to the date benefits otherwise would be payable, or (2) an acceleration of the payment of installment payments that have already begun. Withdrawals or acceleration because of an unforeseeable emergency shall be permitted only to the extent 9 reasonably necessary to satisfy the emergency. An unforeseeable emergency is a severe financial hardship resulting from extraordinary and unforeseeable circumstances arising as a result of one or more recent events beyond the control of the Participant. The need to send the Participant's child to college or the desire to purchase a residence will not be considered unforeseeable emergencies. Withdrawals or acceleration will not be permitted to the extent such emergency is or may be relieved: (1) through reimbursement or compensation by insurance or otherwise, or (2) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. (e) Notwithstanding any other provision of the Plan, a Participant shall forfeit all future benefits payable from his or her Corporation Contribution Account under the Plan if the Committee determines the Participant to be engaged in any of the following activities: (i) Use or disclosure of Corporation or client confidential or proprietary information (ii) Engaging in activities or businesses which are substantially in competition with the Corporation (iii) Any other action, activity or course of conduct which is substantially detrimental to the Corporation's business or business reputation (iv) Violation of the provision of the terms of any nondisclosure and nonsolicitation, noncompetition, or other contractual agreement between the Member and the Corporation. SECTION 4.8 CHANGE OF CONTROL. A Change of Control shall be deemed to have occurred if: (a) any Person, which shall mean a "person" as such term is used in Sections 13(d) and 24(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any company owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation's then outstanding voting securities; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board, and any new director 10 whose election by the Board, or whose nomination for election by the Corporation's stockholders, was approved by a vote of at least two-thirds (2/3) of the directors (other than in connection with a contested election) before the beginning of the period cease, for any reason, to constitute at least a majority thereof; (c) the stockholders of the Corporation approve (1) a plan of complete liquidation of the Corporation or (2) the sale or disposition by the Corporation of all or substantially all of the Corporation's assets unless the acquirer of the assets or its directors shall meet the conditions for a merger or consolidation in subparagraphs (d)(i) or (d)(ii); or (d) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other company other than: (i) such a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 70% of the combined voting power of the Corporation's or such surviving entity's outstanding voting securities immediately after such merger of consolidation; or (ii) such a merger or consolidation which would result in the directors of the Corporation who were directors immediately prior thereto continuing to constitute more than 50% of the directors of the surviving entity immediately after such merger or consolidation. In this paragraph (d), "surviving entity" shall mean only an entity in which all of the Corporation's stockholders immediately before such merger or consolidation become stockholders by the terms of such merger or consolidation, and the phrase "directors of the Corporation who were directors immediately prior thereto" shall include only individuals who were directors of the Corporation at the beginning of the 24 consecutive month period preceding the date of such merger or consolidation, or who were new directors (other than any director nominated in connection with a contested election or designated by a Person who has entered into an agreement with the Corporation to effect a transaction described in paragraph (a), (b), (d)(i) or (d)(ii) of this Section) whose election by the Board, or whose nomination for election by the Corporation's stockholders, was approved by a vote of at least two-thirds (2/3) of the directors before the beginning of such period. SECTION 4.9 DEATH BENEFITS. If a Participant dies after he or she becomes entitled to a benefit under Section 4.6 and before payment to the Participant has been made under Section 4.7, the balance of 11 the Participant's benefit shall be paid to his or her Beneficiary in the form of a single lump sum cash payment as soon as practicable after the death of the Participant. "Beneficiary" shall mean any one or more persons, corporations or trusts, or any combination thereof, last designated by the Participant to receive the death benefits provided under the Plan. Each Participant may designate the Beneficiary for the benefits provided on his or her death under the Plan. Such designation may be changed from time to time. All designations shall be made on forms provided by and filed with the Plan Administrator. If the Committee, in its sole discretion, determines that there is not a valid designation, the Beneficiary shall be the executor or administrator of the Participant's estate. SECTION 4.10 SET-OFF. Notwithstanding any other provision of this Plan, any amounts payable to the Participant or any beneficiary under this Plan may be used by the Corporation to set off any indebtedness owed to the Corporation by such Participant or beneficiary for any reason. ARTICLE V AMENDMENT, SUSPENSION, OR TERMINATION ------------------------------------- SECTION 5.1 AMENDMENT, SUSPENSION, OR TERMINATION. The Committee may amend, suspend or terminate the Plan, in whole or in part, at any time and from time to time by resolution adopted at a regular or special meeting of the Committee, and only in such manner. SECTION 5.2 NO REDUCTION. No amendment, suspension or termination shall operate to adversely affect the benefit otherwise available to a Participant under the Plan determined as if the Participant had ceased being a Participant on or before the effective date of such amendment, suspension, or termination. The value of a Participant's Deferred Compensation Account, if any, determined as of the effective date of such amendment, suspension or termination shall continue to be adjusted for investment results as provided in Sections 4.1 and 4.2 until paid. Any benefit determined as of such date shall continue to be payable as provided in Sections 4.6 through 4.8. ARTICLE VI ADMINISTRATION OF THE PLAN -------------------------- SECTION 6.1 NAMED FIDUCIARY. The named fiduciary of the Plan is the Committee. SECTION 6.2 ADMINISTRATION BY COMMITTEE. The general administration of this Plan, as well as construction and interpretation thereof, shall be the responsibility of the Committee, the number and members of which shall be designated and appointed from time to time by, and shall serve at the pleasure of the Board. Any such member of the Committee may resign by notice in writing filed with the Secretary of the Committee. Vacancies shall be filled promptly by the Board. The Corporation shall pay any and all expenses incurred in the administration of the Plan. SECTION 6.3 DELEGATION. The Board may designate one of the members of the Committee as Chairman and may appoint a Secretary who need not be a member of the Committee and may be a Participant in the Plan. The Secretary shall keep minutes of the Committee's proceedings and all data, records and documents relating to the Committee's administration of the Plan. The Committee may appoint from its number such subcommittees with such powers as the Committee shall determine and may 12 authorize one or more members of the Committee or any agent to execute or deliver any instrument or make any payment on behalf of the Committee. SECTION 6.4 MAJORITY VOTE. All resolutions or other actions taken by the Committee shall be by vote of a majority of those present at a meeting at which a majority of the members are present, or in writing by all the members at the time in office if they act without a meeting. SECTION 6.5 EXCLUSIVE RIGHT TO INTERPRET PLAN. Subject to the Plan, the Committee shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan. The decisions, actions and records of the Committee shall be conclusive and binding upon the Corporation and all persons having or claiming to have any right or interest in or under the Plan. SECTION 6.6 RELIANCE. The members of the Committee and the officers and directors of the shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Corporation. SECTION 6.7 INDEMNIFICATION. No member of the Committee shall be liable for any act or omission of any other member of the Committee, nor for any act or omission on his or her own part. The Corporation shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his membership on the Committee. Expenses against which a member of the Committee shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member on the Committee may be entitled as a matter of law. SECTION 6.8 ADDITIONAL POWERS. In addition to the powers specified above, the Committee shall have the power to compute and certify under the Plan the amount and kind of benefits from time to time payable to Participants and their beneficiaries and to authorize all disbursements for such purposes. SECTION 6.9 INFORMATION. To enable the Committee to perform its functions, the Corporation shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their retirement, death or other termination of employment, and such other pertinent facts as the Committee may require. ARTICLE VII GENERAL PROVISIONS ------------------ SECTION 7.1 FUNDING. The Plan and the Rabbi Trust, if established, constitute an unfunded arrangement and shall have the status as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title 1 of ERISA. The plan is not intended to be the principal source of retirement income for the Participants or the Participants' beneficiaries. SECTION 7.2 NONASSIGNABILITY. The interests of any person under the Plan (other than the Corporation) shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, 13 pledge, attachment or encumbrance, or to the claims of creditors of such person, and any attempt to effectuate any such actions shall be void. SECTION 7.3 INTEREST OF PARTICIPANT. Except as provided in the Rabbi Trust, if any, a Participant and the Participant's beneficiaries, in respect of the Participant's Deferred Compensation Account, and any benefit to be paid under the Plan, shall be and remain simply a creditor of the Corporation in the same manner as any other creditor having a general claim, if and when the Participant's or beneficiaries' rights to receive payments shall mature and become payable. Except as provided in the Rabbi Trust, if any, at no time shall the Participant be deemed to have any right, title or interest, legal or equitable, in any asset of the Corporation, including, but not limited to any investments held. SECTION 7.4 LEAVES OF ABSENCE. The Committee may, in its sole discretion, permit the Participant to take a leave of absence for a period not to exceed one year. During such leave, the Participant will still be considered to be in the continuous employment of this Corporation for all purposes of this Plan. SECTION 7.5 WITHHOLDING. The Corporation shall have the right to deduct or withhold from the benefits paid under the Plan (or from other amounts payable to the Participant, if necessary) all taxes which may be required to be deducted or withheld under any provision of law (including, but not limited to, Social Security payments, income tax withholding and any other deduction or withholding required by law) now in effect or which may become effective any time during the term of the Plan. SECTION 7.6 EXCLUSIVITY OF PLAN. The Plan is intended solely for the purpose of providing deferred compensation to the Participants to the mutual advantage of the parties. Nothing contained in the Plan shall in any way affect or interfere with the right of a Participant to participate in any other benefit plan in which he or she may be entitled to participate. SECTION 7.7 NO RIGHT TO CONTINUED SERVICE. Neither the Plan nor any agreements signed in relationship to the Plan, either singly or collectively, shall obligate the Corporation in any way to continue the employment of a Participant with the Corporation or prohibit the Corporation from terminating a Participant's employment. Nor does this Plan or the Plan Participation Agreement prohibit or restrict the right of a Participant to terminate employment with the Corporation. Termination of a Participant's employment with the Corporation, whether by action of the Corporation or by the Participant, shall immediately terminate the Participant's future participation in the Plan. All further obligations of either party shall be determined under the provisions of this Plan according to the nature of the termination. The Corporation is an at will employer. SECTION 7.8 NOTICE. Each notice and other communication to be given pursuant to the Plan shall be in writing and shall be deemed given only when (a) delivered by hand, (b) transmitted by telex or telecopier (provided that a copy is sent at approximately the same time by registered or certified mail, return receipt requested), (c) received by the addressee, if sent by registered or certified mail, return receipt requested, or by Express Mail, Federal Express or other overnight delivery service, to the Corporation at its principal office and to a Participant at the last known address of such Participant (or to such other address or telecopier number as a party may specify by notice given to the other party pursuant to this Section). 14 SECTION 7.9 CLAIMS PROCEDURES. If a Participant or the Participant's Designated Beneficiary does not receive benefits to which he or she believes he or she is entitled, such person may file a claim in writing with the Committee. The Committee shall establish a claims procedure under which: (a) the Committee shall be required to provide adequate notice in writing to the Participant or the Designated Beneficiary whose claim for benefits has been denied, setting forth specific reasons for such denial, written in a manner calculated to be understood by the Participant or the Designated Beneficiary; and (b) the Committee shall afford a reasonable opportunity to the Participant or the Designated Beneficiary whose claim for benefits has been denied for a full and fair review by the Committee of the decision denying the claim. SECTION 7.10 NEW YORK LAW CONTROLLING. The Plan shall be construed in accordance with the laws of the State of New York. Any and all controversies arising under or relating to this Plan shall be adjudicated in a court of competent jurisdiction located in the State of New York, and the Participant hereby consents to jurisdiction in the State of New York for purposes of said legal action. SECTION 7.11 SEVERABILITY. Every provision of the Plan is intended to be severable. If any provision of the Plan is illegal or invalid for any reason whatsoever, the illegality or invalidity of that provision shall not affect the validity or legality of the remainder of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been made part of the Plan. SECTION 7.12 BINDING ON SUCCESSORS. The Plan shall be binding upon the Participants and the Corporation, their heirs, successors, legal representatives and assigns. SECTION 7.13 DISCRETIONARY NATURE OF PLAN. Participation in and determination of amounts of benefits under the Plan shall be determined in the sole discretion of the Committee. No employee shall have any right to receive benefits under the Plan for any reason (including but not limited to, length of service, performance, receipt of benefits in prior periods, and awards to other individuals) other than as determined by the Committee acting in its sole discretion. SECTION 7.14 TITLES. Titles to the Articles and Sections of this of this Plan are included for convenience only and shall not control the meaning or interpretation of any provision of this Plan. EX-5 3 COMPUTER TASK GROUP S-8 EXHIBIT 5 1 July 31,1995 Computer Task Group, Incorporated 800 Delaware Avenue Buffalo, New York 14209 Dear Sirs: You have requested an opinion of counsel in connection with the Registration Statement on Form S-8 (the "Registration Statement") of Computer Task Group, Incorporated (the "Company") to be filed on or about August 1, 1995 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") with respect to 600,000 shares (the "Shares") of the Company's common stock, $.01 par value, to be issued under the Computer Task Group, Incorporated 1991 Employee Stock Option Plan and the Computer Task Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan (collectively referred to as the "Plans"). I have examined the originals or photostatic or certified copies of such records and certificates of the Company, such certificates of public officials and of officers of the Company and such other documents as I have deemed relevant. In such examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such copies. I have also assumed the accuracy and completeness of statements of fact contained in such documents. I do not express any opinion concerning any law other than the law of the State of New York and the federal law of the United States of America. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued or purchased in accordance with the terms of the Plans, will be validly issued, fully paid, and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Joseph G. Makowski Joseph G. Makowski Vice President and General Counsel II-10 EX-23.A 4 COMPUTER TASK GROUP S-8 EXHIBIT 23(A) 1 Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 10, 1995, which appears on page 24 of the 1994 Annual Report to Shareholders of Computer Task Group, Incorporated, which is incorporated by reference in Computer Task Group, Incorporated's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 13 of such Annual Report on Form 10-K. /s/ PRICE WATERHOUSE LLP - ------------------------ PRICE WATERHOUSE LLP Buffalo, New York July 21, 1995 II-11 -----END PRIVACY-ENHANCED MESSAGE-----