ICT GROUP, INC.
1996 EQUITY COMPENSATION PLAN
As Amended Through May 20, 2003
The purpose of the ICT Group, Inc. 1996 Equity Compensation Plan (the “Plan”) is to provide (i) designated officers
(including officers who are also directors) and other employees of ICT Group, Inc. (the “Company”) and its subsidiaries, and
(ii) independent contractors and consultants who perform valuable services for the Company or its subsidiaries, with the
opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock
or other awards that are valued in whole or part by reference to, or are otherwise based on, the common stock of the Company
(hereinafter collectively referred to as “Grants”). 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 and interpreted by a committee (the “Committee”), which shall consist of two or more
persons appointed by the Board of Directors of the Company (the “Board”), all of whom shall be “disinterested persons” as
defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “outside directors”
as defined under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury
The Committee shall have the sole authority to (i) determine the individuals to whom grants shall be made under the Plan,
(ii) determine the type, size and terms of the grants to be made to each such individual, (iii) determine the time when the grants
will be made and the duration of any applicable exercise or restriction period, including the criteria for vesting and the
acceleration of vesting and (iv) deal with any other matters arising under the Plan.
The Committee shall have full power