ICT GROUP, INC.
2006 NON-EMPLOYEE DIRECTORS PLAN
RESTRICTED STOCK UNIT
ANNUAL GRANT LETTER
Date of Grant:
ICT Group, Inc. (the “Company”) has adopted the ICT Group, Inc. 2006 Non-Employee Directors Plan (the “Plan”), which
provides for grants, including but not limited to initial and annual grants, to non-employee members of the Board of Directors
(“Non-Employee Directors”) 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”). This Grant Letter evidences the grant of restricted stock units to
(the “Grantee”), a Non-Employee Director, in accordance with the terms of the Plan. Capitalized terms used and
not otherwise defined in this Grant Letter are used herein as defined in the Plan.
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
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 Grantee shall not have any interest in any fund or specific assets
of the Company by reason of this grant or the RSU account established for the Grantee.
The RSUs sh