THIS AGREEMENT, made as of August 1, 2002, by and between ICT GROUP, INC., a Pennsylvania
corporation (hereinafter called "Company"), and JOHN J. BRENNAN, an individual (hereinafter called
W I T N E S S E T H
Company wishes to continue to employ Employee and Employee wishes to continue in the employ of Company
on the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and
intending to be legally bound hereby, Company and Employee agree as follows:
1. Employment. Company hereby continues to employ Employee as Chief Executive Officer, and Employee
hereby accepts continued employment by Company, for the period of time and upon the terms, conditions and
restrictions contained in this Agreement.
2. Duties and Responsibilities.
(a) Employee agrees to assume such duties and responsibilities normally associated with the position indicated
above, and as may be assigned to Employee by the Board of Directors of the Company from time to time.
(b) During his employment with the Company, Employee may not engage in any business which would detract
from his responsibilities to the Company.
3. Term. This Agreement and Employee's employment hereunder shall be for a term of three (3) years,
commencing on August 1, 2002 and ending on July 31, 2005, unless sooner terminated as hereinafter provided.
This Agreement shall be renewed automatically for successive three (3) year periods, unless either
party gives written notice to the other, in accordance with Paragraph 15(c), at least one hundred eighty (180)
days prior to the expiration of the original or applicable successive term.
4. Compensation and Benefits.
(a) For all of the services rendered by Employee to Company, Employee shall receive a minimum gross annual
base salary in the amount specified on Attachment A hereto, less taxes and other deductions required by law,
payable in reasonable periodic installm