ICT GROUP, INC.
1996 NON-EMPLOYEE DIRECTORS PLAN
As Amended Through May 18, 2004
The purpose of the ICT Group, Inc. 1996 Non-Employee Directors Plan (the “Plan”) is to provide non-employee members of
the Board of Directors (“Non-Employee Directors”) of ICT Group, Inc. (the “Company”) and its subsidiaries (within the meaning
of section 424(f) of the Code) with the opportunity to receive grants of nonqualified stock options (“Options”). The Company
believes that the Plan will cause the participants to contribute materially to the growth of the Company, thereby benefiting the
Company’s shareholders, and will align the economic interests of the participants with those of the shareholders.
The Plan shall be administered by the members of the Board who are not eligible to receive options under this Plan (the
“Committee”). If at any time there are not sufficient shares available under the Plan to permit an automatic grant as described in
this Plan, the Option shall be reduced pro rata (to zero, if necessary) so as not to exceed the number of shares then available
under the Plan.
2. Shares Subject to the Plan
(a) Subject to the adjustment specified below, the aggregate number of shares of common stock of the Company
(“Company Stock”) that may be issued under the Plan is 250,000 shares. The shares may be authorized but unissued shares of
Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for
purposes of the Plan. If and to the extent Options granted under the Plan terminate, expire, or are cancelled, forfeited, exchanged
or surrendered without having been exercised, the shares subject to such Options shall again be available for purposes of the
(b) If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend,
spin off, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or