ICT GROUP, INC.
2006 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT
Date of Grant:
ICT Group, Inc. (the “Company”) has adopted the ICT Group, Inc. 2006 Equity Compensation Plan (the “Plan”), which
provides for grants to employees of stock awards in the form of restricted stock units with respect to shares of the Company’s
common stock, par value $.01 (the “Common Stock”). The Compensation Committee (the “Committee”) of the Board of Directors
of the Company has decided to make a restricted stock unit grant to (the “Grantee”), as an inducement for the
Grantee to promote the best interests of the Company and its stockholders. This Grant Letter evidences the grant of restricted
stock units to the Grantee, an employee, subject to the terms and conditions set forth in this Grant Letter and the Plan.
Capitalized terms used and not otherwise defined in this Grant Letter are used herein as defined in the Plan.
1. Grant and Acceptance of RSUs . Subject to the terms and conditions set forth in this Grant Letter, the Company hereby
grants to the Grantee effective as of the date of grant first stated above (the “Date of Grant”), restricted stock units
(“RSUs”) under the Plan. The Grantee accepts the RSUs and agrees to be bound by the terms and conditions of this Grant
Letter and the Plan with respect to the grant.
2. RSU Account . Each RSU represents one hypothetical share of Company Common Stock, and not an actual share of
Stock. The Company shall establish and maintain a RSU account, as a bookkeeping account on its records, for the Grantee and
shall record in such account the number of RSUs awarded to the Grantee. No shares of stock shall be issued to the Grantee at
the time the grant is made, and the Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the
Company, or the right to vote, with respect to any RSUs recorded in the account. The