AMENDED AND RESTATED VOTING TRUST AGREEMENTVoting Trust Agreement • May 3rd, 2005 • Ict Group Inc • Services-business services, nec • Pennsylvania
WHEREAS, the Shareholders and the Company are parties to a Shareholders’ Agreement dated as of October 16, 2000 (the “Shareholders’ Agreement”); and
VOTING AGREEMENTVoting Agreement • May 3rd, 2005 • Ict Group Inc • Services-business services, nec • Pennsylvania
THIS VOTING AGREEMENT (this “Agreement”) is made as of April 1, 2004 by and among ICT Group, Inc., a Pennsylvania corporation, its successors and assigns (the “Company”), John J. Brennan (“Mr. Brennan”) and Eileen Brennan Oakley, as trustee (the “Trustee”) of all of the trusts (collectively, the “Trusts”) under The Brennan Family 1997 Trust Agreement dated February 14, 1997 and The Brennan Family 1996 Trust Agreement dated February 16, 1996 (collectively, the “Trust Agreements”).
WILLIAM SHINGLETON, et al. ) on behalf of themselves and all ) others similarly situated, ) Plaintiff, ) ) Civil Action No. 98-C-517 ICT GROUP, INC., a Pennsylvania ) Corporation, et al., ) Defendants. ) PROPOSED SETTLEMENT AGREEMENTSettlement Agreement • May 3rd, 2005 • Ict Group Inc • Services-business services, nec
This Proposed Settlement Agreement (hereinafter “Agreement”) will be submitted to the Court for its consideration and approval as required by Rule 23(e) of the West Virginia Rules of Civil Procedure. The “Parties” to this Agreement are as follows: William Shingleton, Melissa Blair, Denice Gribble,1 Jenni Gibson, on behalf of themselves and all others similarly situated (collectively hereinafter the “Class”); ICT Group, Inc., a Pennsylvania corporation, AND individually and in their corporate capacity: John Brennan, Anne Beeson, Vincent Paccapaniccia, Vincent Dadamo, Timothy Kowalski, Stephanie Koenig, Jack Magee, John Campbell, Carl Smith, Dean Kilpatrick, Charles Feitner, and Tony Ditlow (collectively hereinafter “Defendants” or, as appropriate, “ICT” or “Individual Defendants”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • May 3rd, 2005 • Ict Group Inc • Services-business services, nec • Pennsylvania
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into, this 25th day of February, 2005, by and between ICT Group, Inc. (hereinafter known as “ICT”); John Brennan, Vincent Paccapaniccia, Anne Beeson, Vincent Dadamo, Timothy Kowalski, John Campbell, Jack Magee, Dean Kilpatrick, Carl Smith and Charles Feitner (the “Individual Insureds” and together with ICT the “Insureds”), and Federal Insurance Company (referred to herein as “Federal”). (Federal and the Insureds are sometimes referred to collectively as the “Parties” or “Party.”)
