Employment Agreement
Amended and Restated Employment Agreement
Change in Control
Amended Change in Control
 
                                                                  EXHIBIT 10 (p)
                                                                  --------------
 
                              EMPLOYMENT AGREEMENT
 
 
                  THIS AGREEMENT, effective as of July 16, 2001 is between
Computer Task Group, Incorporated, a New York corporation with its executive
offices at 800 Delaware Avenue, Buffalo, New York 14209 (the "Corporation"), and
James R. Boldt, an individual residing at 142 Audubon Drive, Amherst, New York
14226 (the "Executive").
 
                                    RECITALS:
                                    ---------
 
                  WHEREAS, the Executive will be employed as the President and
Chief Executive Officer of the Corporation; and
 
                  WHEREAS, the Corporation and the Executive desire to set forth
the terms upon which the Executive will be employed by the Corporation.
 
                  NOW, THEREFORE, in consideration of the promises and of the
covenants contained in this Agreement, the Corporation and the Executive agree
as follows:
 
                  1. DEFINITIONS. The following definitions apply for purposes
of this Agreement.
 
                  (a) "Board of Directors" or "Board" means the Board of
Directors of the Corporation.
 
                  (b) "Cause" means a finding by the Board of Directors that any
of following conditions exist:
 
                      (i) The Executive's willful and continued failure to
                  substantially perform his material duties under this Agreement
                  (other than as a result of his Disability) if such failure is
                  not substantially cured within 15 days after written notice is
                  provided to the Executive.
 
                      (ii) The Executive's willful breach in a substantive and
                  material manner of his fiduciary duty or duty of loyalty to
                  the Corporation which is injurious to the financial condition
                  in more than a de minimus manner or the business reputation of
                  the Corporation.
 
                      (iii) The Executive's indictment for a felony offense
                  under the laws of the United States or any state thereof
                  (other than for a violation of motor or vehicular laws).
 
                      (iv) Material breach by the Executive of any restrictive
                  covenant contained in Sections 10 and 11 of this Agreement.
 
For purposes of this definition, no act or failure to act will be deemed
"willful" unless effected by the Executive not in good faith and without a
reasonable belief that his action or failure to act was in or not opposed to the
Corporation's best interests.
 
         (c) "Code" means the Internal Revenue Code of 1986, as amended.
 
 
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<PAGE>
 
         (d) "Corporation" means Computer Task Group, Incorporated.
 
         (e) "Disability" means a disability that has existed for a period of 6
consecutive months and because of which the Executive is physically or mentally
unable to substantially perform his regular duties as President or Chief
Executive Officer of the Corporation, as the case may be.
 
         (f) "Effective Date" means July 16, 2001.
 
         (g) "Good Reason" means:
 
                  (i) There has been a material diminution in the Executive's
             responsibilities, duties, title, reporting responsibilities within
             the business organization, status, role or authority which is not
             restored within 15 days after written notice is provided to the
             Corporation.
 
                  (ii) Removal from, or failure to re-elect, the Executive to
             the position of President or Chief Executive Officer.
 
                  (iii) A material breach by the Corporation of any of the
             material terms of this Agreement if such breach is not
             substantially cured within 15 days after written notice is provided
             to the Corporation.
 
             2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set
forth in this Agreement, the Corporation hereby agrees to employ the Executive,
and the Executive hereby will assume the positions of President and Chief
Executive Officer of the Corporation, in full charge of the operation of its
business and affairs, subject to the provisions of the by-laws of the
Corporation in respect of the duties and responsibilities assigned from time to
time by the Board of Directors to the President and Chief Executive Officer, and
subject also at all times to the control of the Board of Directors. Subject to
the yearly election by the Board of Directors in the exercise of its judgment,
it is contemplated that the Executive will continue to be elected to the
positions of President and Chief Executive Officer. The Executive will perform
those duties and discharge those responsibilities as are commensurate with his
position, and as the Board of Directors may from time to time reasonably direct,
that are commensurate with his position. The Executive agrees to perform his
duties and discharge his responsibilities in a faithful manner and to the best
of his ability and to use all reasonable efforts to promote the interests of the
Corporation. The Executive may not accept other gainful employment except with
the prior consent of the Board of Directors of the Corporation. With the prior
consent of the Board of Directors of the Corporation, the Executive may become a
director, trustee or other fiduciary of other corporations, trusts or entities.
Notwithstanding the foregoing, the Executive may manage his passive investments
and be involved in charitable, civic and religious interests so long as they do
not materially interfere with the performance of the Executive's duties
hereunder.
 
             3. COMPENSATION.
 
                  (a) During the term of the Executive's employment under this
Agreement, the Executive will receive a base salary at the rate of Four Hundred
Thousand ($400,000.00) Dollars per year, payable in equal bi-weekly
installments. On an annual basis, the Compensation Committee of the Board of
Directors will, in good faith, review the base salary of the Executive to
consider appropriate increases (but not decreases) in the base
 
 
 
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<PAGE>
 
salary. If the Executive dies during the period of time of his service under
this Agreement, service for any part of the month of his death will be
considered service for the entire month.
 
                  (b) During the term of the Executive's employment under this
Agreement, the Executive will be eligible to receive an annual cash incentive
from the Corporation as determined by the Board of Directors. The annual cash
incentive plan for 2001 is attached hereto as Exhibit 3(b). Notwithstanding
anything herein to the contrary, the Executive is hereby guaranteed to receive a
minimum cash incentive of $50,000 for the year 2001.
 
                  (c) As of the Effective Date, the Executive shall receive
400,000 stock options with respect to the Corporation's common stock. The price
of the options will be the closing share price of the Corporation's common
stock, as reported by the New York Stock Exchange, as of the Effective Date or
if there is no closing price for that date, then on the next business day on
which such closing price is reported. The options will vest in accordance with
the vesting schedule set forth in Exhibit 3(c).
 
                  (d) The Corporation will deduct or withhold from all salary
and incentive payments, and from all other payments made to the Executive
pursuant to this Agreement, all amounts that may be required to be deducted or
withheld under any applicable Social Security contribution, income tax
withholding or other similar law now in effect or that may become effective
during the term of this Agreement.
 
                  4. OTHER BENEFITS AND TERMS. During the term of the
Executive's employment under this Agreement, the Executive will be entitled to
the following additional benefits:
 
                  (a) The Executive will be entitled to participate in, the
Corporation's health and medical benefit plans, any pension, profit sharing and
retirement plans, and any insurance policies or programs from time to time
generally offered to all or substantially all executive employees who are
employed by the Corporation. These plans, policies and programs are subject to
change at the sole discretion of the Corporation.
 
 
 
 
                  (b) The Executive will also receive the following:
 
                      (i)    Life insurance benefits will be provided at an
                             amount not less than three times base salary
                             (subject to a physical examination);
 
 
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<PAGE>
 
                      (ii)   Disability insurance in an amount equal to
                             two-thirds anticipated total annual cash
                             compensation;
 
                      (iii)  Executive Supplemental Medical Plan which will
                             provide up to $10,000.00 per year in supplemental
                             medical and dental coverage for items not covered
                             under other CTG medical and dental plans or HMOs
                             (but not including voluntary cosmetic surgery);
 
                      (iv)   Travel insurance with aggregate coverage inclusive
                             of the insurance provided under the Corporation's
                             American Express card program, in an amount equal
                             to four times base compensation;
 
                      (v)    Reimbursement of up to $4,000.00 per year for
                             personal tax advice;
 
                      (vi)   Participation in the Corporation's Deferred
                             Compensation Plan subject to the contribution rates
                             as determined by the Compensation Committee; and
 
                      (vii)  Annual luncheon club dues.
 
                  5. VACATIONS. The Executive will be entitled to five weeks of
paid vacation and nine paid holidays each year. Unused vacation in any year may
not be carried over to subsequent years.
 
                  6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse
the Executive in accordance with its expense reimbursement policy for expenses
that the Executive may from time to time reasonably incur on behalf of the
Corporation in the performance of his responsibilities and duties.
 
                  7. PERIOD OF EMPLOYMENT . Subject to the provisions of this
Section, the period of employment of the Executive under this Agreement will
begin on the Effective Date and shall continue until either party provides 60
days prior written notice to the other party that it desires to terminate the
Executive's employment.
 
                  Notwithstanding the foregoing:
 
                  (a) The Executive's employment will automatically terminate if
the Corporation believes it has Cause, the Executive believes he has Good Reason
or upon the death or Disability of the Executive.
 
                  (b) In the event the Executive's employment is terminated for
any reason, the Executive shall resign on the date of such termination of
employment from any and all positions he may have as a director of the
Corporation and its subsidiary corporations. The Executive understands and
agrees that the Corporation shall be entitled to have such equitable relief,
including the right to specific performance, to enforce the provisions of this
paragraph.
                  Any notice of termination of employment given by a party must
specify the particular termination provision of this Agreement relied upon by
the party and must set forth in reasonable detail the facts and circumstances
that provide a basis for the termination.
 
                  8. INDEMNIFICATION. The Corporation agrees that if the
Executive is made a party, or is threatened to be made a party, to any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he is or was a director, officer or
employee of the
 
 
                                       52
<PAGE>
 
Corporation or is or was serving at the request of the Corporation as a
director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether or not the basis of such Proceeding
is the Executive's alleged action in an official capacity while serving as a
director, officer, member, employee or agent, the Executive shall be indemnified
and held harmless by the Corporation to the fullest extent legally permitted or
authorized by the Corporation's certificate of incorporation or bylaws or
resolutions of the Corporation's Board of Directors or, if greater, by the laws
of the State of New York, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive's heirs, executors and
administrators. The Corporation also agrees that if the Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding by
reason of the termination of his employment with his prior employer or his
accepting employment with the Corporation, he shall be indemnified and held
harmless by the Corporation against all cost, expense, liability and loss
(including attorney's fees) reasonably incurred or suffered by the Executive in
connection therewith.
 
                  9. BENEFITS UPON TERMINATION. The Corporation will provide the
following benefits upon the termination of the Executive's employment with the
Corporation.
 
                  (a) UPON TERMINATION BY THE CORPORATION OTHER THAN FOR CAUSE
OR BY THE EXECUTIVE WITH GOOD REASON. Upon the Executive's termination of his
employment for Good Reason or the Corporation's termination of the Executive's
employment for other than Cause, the Corporation will provide, in exchange for
the Executive signing a mutually acceptable release agreement, the following:
 
                           (i) SALARY AND MEDICAL BENEFITS. The Executive will
                  receive his full salary and fringe benefits through the
                  effective date of termination together with any unpaid
                  incentive for a prior period that is then due and owing to the
                  Executive. Commencing with the day after the effective date of
                  termination and for one year thereafter (the "Post-Termination
                  Period"), the Executive will receive an amount equal to the
                  average of the "annual total compensation" paid to the
                  Executive in the prior three years (which shall include the
                  current year) or lesser period of time if applicable. Such
                  amount shall be paid in 26 consecutive bi-weekly installments
                  in accordance with the Corporation's payroll period. For
                  purposes of this paragraph 9, the term "annual total
                  compensation" shall mean only the base cash compensation paid
                  to the Executive only in his capacity as President and Chief
                  Executive Officer in bi-weekly amounts plus any cash incentive
                  compensation actually paid to the Executive during such three
                  year period. Such term shall not include any other form of
                  compensation or benefit paid or provided to the Executive.
                  During the Post-Termination Period, the Executive shall
                  continue to receive medical and dental benefits pursuant to
                  such plans as are in effect on the date of termination of
                  employment.
 
                           (ii) ACCRUED VACATION. The Executive will receive
                  payment for accrued but unused vacation, which payment will be
                  equitably prorated based on the period of active employment
                  for that portion of the fiscal year in which the Executive's
                  termination of employment becomes effective. Payment for
                  accrued but unused vacation will be payable in one lump sum in
                  the next payroll period following the date of termination of
                  employment.
 
                   (b) UPON TERMINATION BY THE EXECUTIVE ABSENT GOOD REASON OR
BY THE CORPORATION FOR CAUSE. Upon the Executive's termination of employment
absent Good Reason or by the Corporation for Cause, the Corporation will provide
the following:
 
 
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<PAGE>
 
                           (i) SALARY. The Executive will receive only his
                  bi-weekly salary and fringe benefits through the effective
                  date of termination together with any unpaid incentive for a
                  prior period that is then due and owing to the Executive.
 
                           (ii) ACCRUED VACATION. The Executive will receive
                  payment for accrued but unused vacation, which payment will be
                  equitably prorated based on the period of active employment
                  for that portion of the fiscal year in which the Executive's
                  termination of employment becomes effective. Payment for
                  accrued but unused vacation will be payable in one lump sum in
                  the next payroll period following the date of termination of
                  employment.
 
                  (c) UPON TERMINATION FOR DEATH OR DISABILITY. Upon termination
of the Executive's employment because of Disability, the Corporation will
provide the amounts provided for in paragraph 9(a) above.
 
                  (d) UPON TERMINATION FOLLOWING A CHANGE IN CONTROL. Upon the
Executive's termination of employment by the Corporation without cause or the
Employee's termination with good reason which, in either case, occurs in
contemplation of or following a change in control, the Corporation will provide
the Executive compensation and benefits under any change in control agreement
entered into with the Executive.
 
                  (e) DETERMINATION OF DISABILITY. Any question as to the
existence of a physical or mental condition which would give rise to the
Disability of the Executive upon which the Executive and the Corporation cannot
agree will be determined by a qualified independent physician selected by the
Executive and reasonably acceptable to the Corporation (or, if the Executive is
unable to make a selection, the selection of the physician will be made by any
adult member of his immediate family). The physician's written determination to
the Corporation and to the Executive will be final and conclusive for all
purposes of this Agreement.
 
                  (f) CONTINUATION OF HEALTHCARE COVERAGE. For purposes of COBRA
continuation healthcare coverage, the "qualifying event" will be deemed to have
occurred on the effective date of termination of the Executive's employment.
 
                  10. CONFIDENTIALITY\ASSIGNMENT OF RIGHTS. During the course of
his employment, the Executive will have access to confidential information
relating to the lines of business of the Corporation, its trade secrets,
marketing techniques, technical and cost data, information concerning customers
and suppliers, information relating to product lines, and other valuable and
confidential information relating to the business operations of the Corporation
not generally available to the public (the "Confidential Information"). The
parties hereby acknowledge that any unauthorized disclosure or misuse of the
Confidential Information could cause irreparable damage to the Corporation. The
parties also agree that covenants by the Executive not to make unauthorized use
or disclosures of the Confidential Information are essential to the growth and
stability of the business of the Corporation. Accordingly, the Executive agrees
to the confidentiality covenants set forth in this Section.
 
                  The Executive agrees that, except as required by his duties
with the Corporation or as authorized by the Corporation in writing, he will not
use or disclose to anyone at any time, regardless of whether before or after the
Executive ceases to be employed by the Corporation, any of the Confidential
Information obtained by him in the course of his employment with the
Corporation. The Executive shall not be deemed to have violated this Section 10
by disclosure of Confidential Information that at the time of disclosure (a) is
publicly available or becomes publicly available through no act or omission of
the Executive, or (b) is disclosed as required by court order or as otherwise
 
 
 
                                       54
<PAGE>
 
required by law, on the condition that notice of the requirement for such
disclosure is given to the Corporation prior to make any disclosure.
 
                           The Executive agrees that since irreparable damage
could result from his breach of the covenants in this Section, in addition to
any and all other remedies available to the Corporation, the Corporation will
have the remedies of a restraining order, injunction or other equitable relief
to enforce the provisions thereof. The Executive consents to jurisdiction in
Erie County, New York on the date of the commencement of any action for purposes
of any claims under this Section. In addition, the Executive agrees that the
issues in any action brought under this Section will be limited to claims under
this Section, and all other claims or counterclaims under other provisions of
this Agreement will be excluded.
 
                  The Executive hereby sells, assigns and transfers to the
Corporation all of his right, title and interest in and to all inventions,
discoveries, improvements and copyrightable subject matter (the "rights") which
during the term of the Executive's employment are made or conceived by him,
alone or with others and which are within or arise out of any general field of
the Corporation's business or arise out of any work he performs or information
he receives regarding the business of the Corporation while employed by the
Corporation. The Executive shall fully disclose to the Corporation as promptly
as available all information known or possessed by him concerning the rights
referred to in the preceding sentence, and upon request by the Corporation and
without any further remuneration in any form to him by the Corporation, but at
the expense of the Corporation, execute all applications for patents and for
copyright registration, assignments thereof and other instruments and do all
things which the Corporation may deem necessary to vest and maintain in it the
entire right, title and interest in and to all such rights.
 
                   11. NON-COMPETITION. In consideration of the compensation and
other benefits to be paid to the Executive under and in connection with this
Agreement, the Executive agrees that, beginning on the Effective Date of this
Agreement and continuing until the Covenant Expiration Date (as defined in
Subsection (b) below), he will not, directly or indirectly, for his own account
or as agent, employee, officer, director, trustee, consultant, partner,
stockholder or equity owner of any corporation or any other entity (except that
he may passively own securities constituting less than 1% of any class of
securities of a public company), or member of any firm or otherwise, (i) engage
or attempt to engage, in the Restricted Territory (as defined in Subsection (d)
below), in any business activity which is directly or indirectly competitive
with the business conducted by the Corporation or any Affiliate at the Reference
Date (as defined in Subsection (c) below), (ii) employ or solicit the employment
of any person who is employed by the Corporation or any Affiliate at the
Reference Date or at any time during the six-month period preceding the
Reference Date, except that the Executive will be free to employ or solicit the
employment of any such person whose employment with the Corporation or any
Affiliate has terminated for any reason (without any interference from the
Executive) and who has not been employed by the Corporation or any Affiliate for
at least 6 months, (iii) canvass or solicit business in competition with any
business conducted by the Corporation or any Affiliate at the Reference Date
from any person or entity who during the six-month period preceding the
Reference Date was a customer of the Corporation or any Affiliate or from any
person or entity which the Executive has reason to believe might in the future
become a customer of the Corporation or any Affiliate as a result of marketing
efforts, contacts or other facts and circumstances of which the Executive is
aware, (iv) willfully dissuade or discourage any person or entity from using,
employing or conducting business with the Corporation or any Affiliate or (v)
intentionally disrupt or interfere with, or seek to disrupt or interfere with,
the business or contractual relationship between the Corporation or any
Affiliate and any supplier who during the six-month period preceding the
Reference Date shall have supplied components, materials or services to the
Corporation or any Affiliate.
 
 
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<PAGE>
 
                  Notwithstanding the foregoing, the restrictions imposed by
this Section shall not in any manner be construed to prohibit, directly or
indirectly, the Executive from serving as an employee or consultant of the
Corporation or any Affiliate.
 
                  For purposes of this Agreement, the following terms have the
meanings given to them below:
 
                  a. "AFFILIATE" means any joint venture, partnership or
subsidiary now or hereafter directly or indirectly owned or controlled by the
Corporation. For purposes of clarification, an entity shall not be deemed to be
indirectly or directly owned or controlled by the Corporation solely by reason
of the ownership or control of such entity by shareholders of the Corporation.
 
                  b. "COVENANT EXPIRATION DATE" means the date which is one (1)
year after the Termination Date (as defined in this Section).
 
                  c. "REFERENCE DATE" means (A) for purposes of applying the
covenants set forth in this Section at any time prior to the Termination Date,
the then current date, or (B) for purposes of applying the covenants set forth
in this Section at any time on or after the Termination Date, the Termination
Date.
 
                  d. "RESTRICTED TERRITORY" means anywhere in the world where
the Corporation or any Affiliate conducts or plans to conduct the Business or
any other business activity, as the case may be, at the Reference Date.
 
                  e. "TERMINATION DATE" means the date of termination of the
Executive's employment with the Corporation; PROVIDED, HOWEVER, that the
Executive's employment will not be deemed to have terminated so long as the
Executive continues to be employed or engaged as an employee or consultant of
the Corporation or any Affiliate, even if such employment or engagement
continues after the expiration of the term of this Agreement, whether pursuant
to this Agreement or otherwise.
 
                  12. SUCCESSORS. This Agreement is personal to the Executive
and may not be assigned by the Executive other than by will or the laws of
descent and distribution. This Agreement will inure to the benefit of and be
enforceable by the Executive's legal representatives or successors in interest.
Notwithstanding any other provision of this Agreement, the Executive may
designate a successor or successors in interest to receive any amounts due under
this Agreement after the Executive's death. If he has not designated a successor
in interest, payment of benefits under this Agreement will be made to his wife,
if surviving, and if not surviving, to his estate. A designation of a successor
in interest must be made in writing, signed by the Executive, and delivered to
the Employer pursuant to Section 16. Except as otherwise provided in this
Agreement, if the Executive has not designated a successor in interest, payment
of benefits under this Agreement will be made to the Executive's estate. This
Section will not supersede any designation of beneficiary or successor in
interest made by the Executive or provided for under any other plan, practice,
or program of the Employer.
 
                      This Agreement will inure to the benefit of and be binding
upon the Corporation and its successors and assigns. The Corporation will
require any successor (whether direct or indirect, by acquisition
 
 
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<PAGE>
 
of assets, merger, consolidation or otherwise) to all or substantially all of
the operations or assets of the Corporation or any successor and without regard
to the form of transaction used to acquire the operations or assets of the
Corporation, to assume and agree to perform this Agreement in the same manner
and to the same extent that the Corporation would be required to perform it if
no succession had taken place. As used in this Agreement, "Corporation" means
the Corporation and any successor to its operations or assets as set forth in
this Section that is required by this clause to assume and agree to perform this
Agreement or that otherwise assumes and agrees to perform this Agreement.
 
                  13. FAILURE, DELAY OR WAIVER. No course of action or failure
to act by the Corporation or the Executive will constitute a waiver by the party
of any right or remedy under this Agreement, and no waiver by either party of
any right or remedy under this Agreement will be effective unless made in
writing.
 
                  14. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be enforceable under
applicable law. However, if any provision of this Agreement is deemed
unenforceable under applicable law by a court having jurisdiction, the provision
will be unenforceable only to the extent necessary to make it enforceable
without invalidating the remainder thereof or any of the remaining provisions of
this Agreement.
 
                  15. NOTICE. All written communications to parties required
hereunder must be in writing and (a) delivered in person, (b) mailed by
registered or certified mail, return receipt requested, (such mailed notice to
be effective 4 days after the date it is mailed) or (c) sent by facsimile
transmission, with confirmation sent by way of one of the above methods, to the
party at the address given below for the party (or to any other address as the
party designates in a writing complying with this Section, delivered to the
other party):
 
                  If to the Corporation:
 
                           Computer Task Group, Incorporated
                           800 Delaware Avenue
                           Buffalo, New York 14209
                           Attention: General Counsel
                           Telephone: 716-882-8000
                           Telecopier: 716-887-7370
 
                  If to the Executive:
 
                           James R. Boldt
                           142 Audubon Drive
                           Amherst, New York  14226
                           Telephone: 716-839-0907
 
                  16. MISCELLANEOUS. This Agreement may not be amended, modified
or terminated orally or by any course of conduct pursued by the Corporation or
the Executive, but may be amended, modified or terminated only by a written
agreement duly executed by the Corporation and the Executive and is binding upon
and inures to the benefit of the Corporation and the Executive and each of their
respective heirs, representatives, successors and assignees, except that the
Executive may not assign any of his rights or obligations pursuant to this
 
 
 
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<PAGE>
 
Agreement. Except as otherwise provided in this Agreement, this Agreement
constitutes the entire agreement between the Corporation and the Executive with
respect to the subject matter of this Agreement, and supersedes all oral and
written proposals, representations, understandings and agreements previously
made or existing with respect to such subject matter.
 
                  17. TERMINATION OF THIS AGREEMENT. This Agreement will
terminate when the Corporation has made the last payment provided for hereunder;
provided, however, that the obligations set forth under Sections 8, 9, 10 and 11
of this Agreement will survive any termination and will remain in full force and
effect.
 
                  18. MULTIPLE COUNTERPARTS. This Agreement may be executed in
one or more counter parts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Any party may
execute this Agreement by facsimile signature and the other party shall be
entitled to rely on such facsimile signature as evidence that this Agreement has
been duly executed by such party. Any party executing this Agreement by
facsimile signature shall immediately forward to the other party an original
page by overnight mail.
 
                  19. GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of New York
without reference to principles of conflict of laws.
 
                  20. REPRESENTATION BY EXECUTIVE. The Executive represents to
the Corporation that he is not subject to any agreement between him and any
other person, firm or organization that prevents or restricts in any way his
ability to provide services to the Corporation pursuant to this Agreement or
that would otherwise be violated by the performance of his obligations under
this Agreement. The Executive understands and agrees that a breach of this
representation shall be considered to be a material breach of this Agreement and
shall be grounds for immediate termination of employment and shall be treated in
the same manner as termination for Cause.
 
                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
 
 
Computer Task Group, Incorporated            Executive
 
 
 
By:                                          By:
    ----------------------------                --------------------------------
         Randolph A. Marks                             James R. Boldt
         Chairman
                                  EXHIBIT 3(b)
 
                                    INCENTIVE
 
         Incentive: Targeted incentive @100% of plan = $300,000
 
<TABLE>
<CAPTION>
     -------------------- ----------------- ------------------- --------------------- -------------------------
                                                % OF BASE
     BASE                 TARGET % OF PLAN                      TOTAL INCENTIVE       TOTAL COMPENSATION
     -------------------- ----------------- ------------------- --------------------- -------------------------
<S>                             <C>                <C>                <C>                     <C>
          $400,000              @75%                50%               $200,000                $600,000
     -------------------- ----------------- ------------------- --------------------- -------------------------
          $400,000             @100%                75%               $300,000                $700,000
     -------------------- ----------------- ------------------- --------------------- -------------------------
          $400,000             @125%               100%               $400,000                $800,000
     ----------------------------------------------------------------------------------------------------------
                         Guaranteed Total Incentive Compensation of $50,000 for year 2001
     ----------------------------------------------------------------------------------------------------------
      Incentive target will be based on a combination of revenue and EPS, or other business critical values the
                                    Compensation Committee may determine
     ----------------------------------------------------------------------------------------------------------
</TABLE>
 
 
 
                                       58
<PAGE>
 
 
                                  EXHIBIT 3(c)
 
                                  STOCK OPTIONS
 
<TABLE>
 
<S>                                     <C>
     ---------------------------------- -----------------------------------------------------------------------------
              200,000 shares            @ market at Effective Date - vesting 25% per year
     ---------------------------------- -----------------------------------------------------------------------------
              100,000 shares            @ market at Effective Date - effective when stock is above $12 for 30 days:
                                        minimum time from date of employment one year - vesting 25%/year over four
                                        years
     ---------------------------------- -----------------------------------------------------------------------------
              100,000 shares            @ market at Effective Date - effective when stock is above $18 for 30 days;
                                        minimum time from date of employment two years - vesting 25%/year over four
                                        years
     ---------------------------------- -----------------------------------------------------------------------------
       Above will cover 2001's options. Subsequent grants may be made at the discretion of Compensation Committee
     ----------------------------------------------------------------------------------------------------------------

 

      
 
 
 
 
 
                                                  EXHIBIT 10 (o)
                                                                  --------------

EX-10.(O) 4 dex10o.htm EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND JAMES R. BOLDT

EXHIBIT 10 (o)

EMPLOYMENT AGREEMENT

Amended and Restated Effective January 1, 2009

THIS AGREEMENT, effective as of July 16, 2001 is between Computer Task Group, Incorporated, a New York corporation with its executive offices at 800 Delaware Avenue, Buffalo, New York 14209 (the “Corporation”), and James R. Boldt, an individual residing at 142 Audubon Drive, Amherst, New York 14226 (the “Executive”). The Agreement is amended and restated effective January 1, 2009.

RECITALS:

WHEREAS, the Executive will be employed as the President and Chief Executive Officer of the Corporation; and

WHEREAS, the Corporation and the Executive desire to set forth the terms upon which the Executive will be employed by the Corporation; and

WHEREAS, this Agreement has been amended and restated effective January 1, 2009 to coordinate with a certain Change in Control Agreement and to include provisions intended to comply with final regulations promulgated under Internal Revenue Code (“Code”) Section 409A and shall be construed to the extent practicable so as to avoid causing any amounts payable to the Executive hereunder to be includable in his gross income under Code Section 409A (a) (1).

NOW, THEREFORE, in consideration of the promises and of the covenants contained in this Agreement, the Corporation and the Executive agree as follows:

1. DEFINITIONS. The following definitions apply for purposes of this Agreement.

(a) “Board of Directors” or “Board” means the Board of Directors of the Corporation.

(b) “Cause” means a finding by the Board of Directors that any of following conditions exist:

(i) The Executive’s willful and continued failure to substantially perform his material duties under this Agreement (other than as a result of his Disability) if such failure is not substantially cured within 15 days after written notice is provided to the Executive.

(ii) The Executive’s willful breach in a substantive and material manner of his fiduciary duty or duty of loyalty to the Corporation which is injurious to the financial condition in more than a de minimus manner or the business reputation of the Corporation.

(iii) The Executive’s indictment for a felony offense under the laws of the United States or any state thereof (other than for a violation of motor or vehicular laws).

(iv) Material breach by the Executive of any restrictive covenant contained in Sections 10 and 11 of this Agreement. For purposes of this definition, no act or failure to act will be deemed “willful” unless effected by the Executive not in good faith and without a reasonable belief that his action or failure to act was in or not opposed to the Corporation’s best interests.

(c) “Change in Control Agreement” means a certain change in control agreement between the Corporation and the Executive which is effective as of July 16, 2001, as such agreement may be amended.

 

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(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Corporation” means Computer Task Group, Incorporated, or any successor organization.

(f) “Disability” means a disability that has existed for a period of 6 consecutive months and because of which the Executive is physically or mentally unable to substantially perform his regular duties as President or Chief Executive Officer of the Corporation, as the case may be.

(g) “Effective Date” means July 16, 2001.

(i) “Good Reason” means the occurrence of one or more of the following events, provided that the Executive shall give the Corporation a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Corporation takes appropriate corrective action:

(i) A material diminution in the Executive’s responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority.

(ii) A material reduction by the Corporation in the Executive’s annual base salary as in effect from time to time.

(iii) A material reduction by the Corporation in the aggregate value of benefits provided to the Executive, as in effect from time to time except where such reduction is applied uniformly to all officers or all employees of the Corporation, as applicable. “Benefits” includes all profit sharing, 401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits.

(iv) A material breach by the Corporation of any provision of this Agreement or of any other agreement requiring the payment of compensation to the Executive.

(v) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer.

(vi) A requirement, in the Executive’s reasonable judgment, that the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area.

The Corporation shall have 30 days following the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Corporation does not correct the Good Reason condition, the Executive’s Good Reason termination will be deemed to have occurred on the day following the 30-day period.

(j) “Regulation” means Treasury Regulations promulgated under Code Section 409A as amended.

(k) “Specified Employee” has the meaning provided in Regulation §1.409A-1(i). The default rules for said definition shall apply unless the Corporation has adopted other rules in a duly adopted instrument applicable with respect to all nonqualified deferred compensation plans of the Corporation.

(l) “Termination of Employment” has the meaning provided in Regulation §1.409A-1(h) (1) (ii). If the Executive provides services as an independent contractor, the Executive will not be considered to have a Termination of Employment until the Executive has ceased providing services both as an employee and as an independent contractor. The preceding sentence shall not apply with respect to a nonqualified deferred compensation plan in which the Executive participates as an employee to the extent that the Executive’s sole activity as an independent contractor with respect to the Corporation is to serve on the Corporation’s Board of Directors.

 

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2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to employ the Executive, and the Executive hereby will assume the positions of President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the President and Chief Executive Officer, and subject also at all times to the control of the Board of Directors. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the positions of President and Chief Executive Officer. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, that are commensurate with his position. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of Directors of the Corporation. With the prior consent of the Board of Directors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive’s duties hereunder.

3. COMPENSATION.

(a) During the term of the Executive’s employment under this Agreement, the Executive will receive a base salary at the rate of Four Hundred Thousand ($450,000.00) Dollars per year, payable in equal bi-weekly installments. On an annual basis, the Compensation Committee of the Board of Directors will, in good faith, review the base salary of the Executive to consider appropriate increases (but not decreases) in the base salary. If the Executive dies during the period of time of his service under this Agreement, service for any part of the month of his death will be considered service for the entire month.

(b) During the term of the Executive’s employment under this Agreement, the Executive will be eligible to receive an annual cash incentive from the Corporation as determined by the Board of Directors. The annual cash incentive plan for 2001 is attached hereto as Exhibit 3(b). Notwithstanding anything herein to the contrary, the Executive is hereby guaranteed to receive a minimum cash incentive of $50,000 for the year 2001.

(c) As of the Effective Date, the Executive shall receive 400,000 stock options with respect to the Corporation’s common stock. The price of the options will be the closing share price of the Corporation’s common stock, as reported by the New York Stock Exchange, as of the Effective Date or if there is no closing price for that date, then on the next business day on which such closing price is reported. The options will vest in accordance with the vesting schedule set forth in Exhibit 3(c).

(d) The Corporation will deduct or withhold from all salary and incentive payments, and from all other payments made to the Executive pursuant to this Agreement, all amounts that may be required to be deducted or withheld under any applicable Social Security contribution, income tax withholding or other similar law now in effect or that may become effective during the term of this Agreement.

4. OTHER BENEFITS AND TERMS. During the term of the Executive’s employment under this Agreement, the Executive will be entitled to the following additional benefits:

(a) The Executive will be entitled to participate in, the Corporation’s health and medical benefit plans, any pension, profit sharing and retirement plans, and any insurance policies or programs from time to time generally offered to all or substantially all executive employees who are employed by the Corporation. These plans, policies and programs are subject to change at the sole discretion of the Corporation.

 

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(b) The Executive will also receive the following:

(i) Life insurance benefits will be provided at an amount not less than three times base salary (subject to a physical examination);

(ii) Disability insurance in an amount equal to two-thirds anticipated total annual cash compensation;

(iii) Executive Supplemental Medical Plan which will provide up to $10,000.00 per year in supplemental medical and dental coverage for items not covered under other CTG medical and dental plans or HMOs (but not including voluntary cosmetic surgery);

(iv) Travel insurance with aggregate coverage inclusive of the insurance provided under the Corporation’s American Express card program, in an amount equal to four times base compensation;

(v) Reimbursement of up to $4,000.00 per year for personal tax advice;

(vi) Participation in the Corporation’s Deferred Compensation Plan subject to the contribution rates as determined by the Compensation Committee; and

(vii) Annual luncheon club dues.

5. VACATIONS. The Executive will be entitled to five weeks of paid vacation and nine paid holidays each year. Unused vacation in any year may not be carried over to subsequent years.

6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse the Executive in accordance with its expense reimbursement policy for expenses that the Executive may from time to time reasonably incur on behalf of the Corporation in the performance of his responsibilities and duties.

7. PERIOD OF EMPLOYMENT. Subject to the provisions of this Section, the period of employment of the Executive under this Agreement will begin on the Effective Date and shall continue until 60 days after either party provides 60 days prior written notice to the other party that it desires to terminate the Executive’s employment.

Notwithstanding the foregoing:

(a) The Executive’s employment will terminate: (i) on the date determined by the Corporation if the Corporation believes it has Cause, (ii) on the 30th day following the date on which the Corporation receives the written notice described in Section 1(g) if the Executive has claimed the existence of Good Reason and the Corporation has failed to take appropriate corrective action, (iii) on the date of the Executive’s death, (iv) on the date on which the Executive has incurred a Disability, as agreed by the Executive and the Corporation or, if they are unable to agree, on the date a physician’s written determination that the Executive has incurred a Disability is delivered to the Corporation and the Executive in accordance with Section 9(e), or (v) such other date as is mutually agreed upon by the Executive and the Corporation.

(b) In the event the Executive’s employment is terminated for any reason, the Executive shall resign on the date of such termination of employment from any and all positions he may have as a director of the Corporation and its subsidiary corporations. The Executive understands and agrees that the Corporation shall be entitled to have such equitable relief, including the right to specific performance, to enforce the provisions of this Section.

 

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Any notice of termination of employment given by a party must specify the particular termination provision of this Agreement relied upon by the party and must set forth in reasonable detail the facts and circumstances that provide a basis for the termination.

8. INDEMNIFICATION. The Corporation agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Corporation to the fullest extent legally permitted or authorized by the Corporation’s certificate of incorporation or bylaws or resolutions of the Corporation’s Board of Directors or, if greater, by the laws of the State of New York, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive’s heirs, executors and administrators.

The Corporation also agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding by reason of the termination of his employment with his prior employer or his accepting employment with the Corporation, he shall be indemnified and held harmless by the Corporation against all cost, expense, liability and loss (including attorney’s fees) reasonably incurred or suffered by the Executive in connection therewith.

9. BENEFITS UPON TERMINATION. The Corporation will provide the following benefits upon the termination of the Executive’s employment with the Corporation.

(a) UPON TERMINATION BY THE CORPORATION OTHER THAN FOR CAUSE OR UPON TERMINATION BY THE EXECUTIVE FOR GOOD REASON. Upon the Executive’s termination of his employment for Good Reason or the Corporation’s termination of the Executive’s employment for any reason other than Cause, the Corporation will provide, in exchange for the Executive signing a mutually acceptable release agreement, the following:

(i) SALARY AND MEDICAL BENEFITS.

(A) Current Salary and Medical Benefits. The Executive will receive his full salary and fringe benefits through the date of Termination of Employment together with any unpaid incentive for a prior period that is then due and owing to the Executive.

(B) Post-Termination Salary. The Executive shall receive an amount equal to the average of the “annual total compensation” paid to the Executive in the rolling 3-year period ending on the date of the Executive’s Termination of Employment. For purposes of this Section 9, the term “annual total compensation” shall mean only the base cash compensation paid to the Executive only in his capacity as President and Chief Executive Officer in bi-weekly amounts plus any cash incentive compensation actually paid to the Executive during such rolling 3-year period. Such term shall not include any other form of compensation or benefit paid or provided to the Executive. Such amount shall be paid to the Executive in a lump sum within 30 days following the date of the Executive’s Termination of Employment or, if later, within 30 days following the date on which the Executive signs a mutually acceptable release agreement provided, however, that in all events such amount shall be paid before March 15 of the calendar year following the calendar year in which occurs the Executive’s Termination of Employment. The parties affirm that it is their intent that such amount be excluded from the application of Code Section 409A by reason of the “short-term deferral” rule set forth at Regulation §1.409A-1(b)(4).

 

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(C) Post-Termination Medical Benefits. During the 12-month period following the date of the Executive’s Termination of Employment, the Executive shall continue to receive medical and dental benefits pursuant to such plans as are in effect on the date of Termination of Employment provided, however, that in the event that the Executive is a Specified Employee, the Executive shall pay for any such benefits received during the first six months following termination of employment to the extent, if any, that such benefits are not allowable as a deduction under Code Section 213 (disregarding the requirement of section 213(a) that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income).

(D) Extension of Post-Termination Salary. The Executive shall receive a second payment on the day following the six month anniversary of the date of his Termination of Employment which second payment shall be a lump sum amount equal to 50% of the amount paid to the Executive pursuant to Section 9(a) (i) (B). The payments pursuant to Section 9(a)(i)(B) and this Section 9(a)(i)(D) are intended by the parties to constitute separate “payments” within the meaning of Regulation §1.409A-2(b)(2). In the event that the Executive is employed by another firm or entity or is otherwise providing his services to anyone in return for compensation before the last day of the eighteenth calendar month beginning on or after his Termination of Employment, the Executive shall promptly repay to the Corporation all or a portion of the amount paid to the Executive pursuant to this Section 9(a) (i) (D). The amount to be repaid shall be determined by multiplying the amount paid to the Executive pursuant to this Section 9(a)(i)(D) times a fraction where the numerator is the number of days during which the Executive is employed by another firm or entity or is otherwise providing his services to anyone in return for compensation during the six calendar month period beginning with the thirteenth calendar month beginning on or after his Termination of Employment and the denominator is the total number of days in such six calendar month period. The Executive agrees to immediately notify the Corporation once he becomes so employed or provides his services in return for compensation.

(E) Extension of Post-Termination Medical Benefits. During the six calendar month period beginning on or after the twelve month anniversary of the Executive’s Termination of Employment, the Executive shall continue to receive medical and dental benefits pursuant to such plans as are in effect on the date of Termination of Employment paid for by the Corporation provided, however, that the Corporation shall cease to have any obligation to pay for such benefits after the calendar month in which the Executive becomes employed or provides his services for compensation.

(ii) ACCRUED VACATION. The Executive will receive payment for accrued but unused vacation, which payment will be equitably prorated based on the period of active employment for that portion of the fiscal year in which the Executive’s termination of employment becomes effective. Payment for accrued but unused vacation will be paid in one lump sum within 30 days following the date of the Executive’s Termination of Employment.

(b) UPON TERMINATION BY THE EXECUTIVE ABSENT GOOD REASON OR BY THE CORPORATION FOR CAUSE. Upon the Executive’s termination of employment absent Good Reason or by the Corporation for Cause, the Corporation will provide the following:

(i) SALARY. The Executive will receive only his bi-weekly salary and fringe benefits through the date of Termination of Employment together with any unpaid incentive for a prior period that is then due and owing to the Executive.

 

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(ii) ACCRUED VACATION. The Executive will receive payment for accrued but unused vacation, which payment will be equitably prorated based on the period of active employment for that portion of the fiscal year in which the Executive’s termination of employment becomes effective. Payment for accrued but unused vacation will be paid in one lump sum within 30 days following the date of the Executive’s Termination of Employment.

(c) UPON TERMINATION FOR DEATH OR DISABILITY. Upon termination of the Executive’s employment because of death, the Corporation will pay an amount equal to the post-termination salary provided for in Section 9(a) (i) (B) above to the Executive’s estate in a lump sum. Upon termination of the Executive’s employment because of Disability, the Corporation will pay an amount equal to the post-termination salary provided for in Section 9(a)(i)(B) to the Executive in a lump sum and will provide the post-termination medical benefits provided for in Section 9(a)(i)(C). A lump sum payment made pursuant to this Section 9(c) shall be made as soon as practicable following the Executive’s Termination of Employment but, in all events, shall be made before March 15 of the calendar year following the calendar year in which the Executive’s death or Disability occurs.

(d) UPON TERMINATION FOLLOWING A CHANGE IN CONTROL. In the event that a “Change in Control” (as defined in the Change in Control Agreement) occurs on or before the six month anniversary of the Executive’s Termination of Employment by the Corporation for any reason other than Cause, or by the Executive for Good Reason, the Corporation shall pay the Executive the amounts provided in Sections 9(a)(i)(A) and (B), and Section 9(a)(ii), and shall provide the Executive the medical benefits provide for in Section 9(a)(i)(C) through the last day of the calendar month in which the Change in Control occurs. No other payments shall be made under this Section 9. All other amounts payable to the Executive shall be governed by the terms of the aforementioned Change in Control Agreement in lieu of any other payments or benefits under this Agreement.

(e) DETERMINATION OF DISABILITY. Any question as to the existence of a physical or mental condition which would give rise to the Disability of the Executive upon which the Executive and the Corporation cannot agree will be determined by a qualified independent physician selected by the Executive and reasonably acceptable to the Corporation (or, if the Executive is unable to make a selection, the selection of the physician will be made by any adult member of his immediate family). The physician’s written determination to the Corporation and to the Executive will be final and conclusive for all purposes of this Agreement.

(f) CONTINUATION OF HEALTHCARE COVERAGE. For purposes of COBRA continuation healthcare coverage, the “qualifying event” will be deemed to have occurred on the effective date of termination of the Executive’s employment.

10. CONFIDENTIALITY\ASSIGNMENT OF RIGHTS. During the course of his employment, the Executive will have access to confidential information relating to the lines of business of the Corporation, its trade secrets, marketing techniques, technical and cost data, information concerning customers and suppliers, information relating to product lines, and other valuable and confidential information relating to the business operations of the Corporation not generally available to the public (the “Confidential Information”). The parties hereby acknowledge that any unauthorized disclosure or misuse of the Confidential Information could cause irreparable damage to the Corporation. The parties also agree that covenants by the Executive not to make unauthorized use or disclosures of the Confidential Information are essential to the growth and stability of the business of the Corporation. Accordingly, the Executive agrees to the confidentiality covenants set forth in this Section.

The Executive agrees that, except as required by his duties with the Corporation or as authorized by the Corporation in writing, he will not use or disclose to anyone at any time, regardless of whether before or after the Executive ceases to be employed by the Corporation, any of the Confidential Information obtained by him in the course of his employment with the Corporation. The Executive shall

 

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not be deemed to have violated this Section 10 by disclosure of Confidential Information that at the time of disclosure (a) is publicly available or becomes publicly available through no act or omission of the Executive, or (b) is disclosed as required by court order or as otherwise required by law, on the condition that notice of the requirement for such disclosure is given to the Corporation prior to make any disclosure.

The Executive agrees that since irreparable damage could result from his breach of the covenants in this Section, in addition to any and all other remedies available to the Corporation, the Corporation will have the remedies of a restraining order, injunction or other equitable relief to enforce the provisions thereof. The Executive consents to jurisdiction in Erie County, New York on the date of the commencement of any action for purposes of any claims under this Section. In addition, the Executive agrees that the issues in any action brought under this Section will be limited to claims under this Section, and all other claims or counterclaims under other provisions of this Agreement will be excluded.

The Executive hereby sells, assigns and transfers to the Corporation all of his right, title and interest in and to all inventions, discoveries, improvements and copyrightable subject matter (the “rights”) which during the term of the Executive’s employment are made or conceived by him, alone or with others and which are within or arise out of any general field of the Corporation’s business or arise out of any work he performs or information he receives regarding the business of the Corporation while employed by the Corporation. The Executive shall fully disclose to the Corporation as promptly as available all information known or possessed by him concerning the rights referred to in the preceding sentence, and upon request by the Corporation and without any further remuneration in any form to him by the Corporation, but at the expense of the Corporation, execute all applications for patents and for copyright registration, assignments thereof and other instruments and do all things which the Corporation may deem necessary to vest and maintain in it the entire right, title and interest in and to all such rights.

11. NON-COMPETITION. In consideration of the compensation and other benefits to be paid to the Executive under and in connection with this Agreement, the Executive agrees that, beginning on the Effective Date of this Agreement and continuing until the Covenant Expiration Date (as defined in Subsection (b) below), he will not, directly or indirectly, for his own account or as agent, employee, officer, director, trustee, consultant, partner, stockholder or equity owner of any corporation or any other entity (except that he may passively own securities constituting less than 1% of any class of securities of a public company), or member of any firm or otherwise,

(i) engage or attempt to engage, in the Restricted Territory (as defined in Subsection (d) below), in any business activity which is directly or indirectly competitive with the business conducted by the Corporation or any Affiliate at the Reference Date (as defined in Subsection (c) below),

(ii) employ or solicit the employment of any person who is employed by the Corporation or any Affiliate at the Reference Date or at any time during the six-month period preceding the Reference Date, except that the Executive will be free to employ or solicit the employment of any such person whose employment with the Corporation or any Affiliate has terminated for any reason (without any interference from the Executive) and who has not been employed by the Corporation or any Affiliate for at least 6 months,

(iii) canvass or solicit business in competition with any business conducted by the Corporation or any Affiliate at the Reference Date from any person or entity who during the six-month period preceding the Reference Date was a customer of the Corporation or any Affiliate or from any person or entity which the Executive has reason to believe might in the future become a customer of the Corporation or any Affiliate as a result of marketing efforts, contacts or other facts and circumstances of which the Executive is aware,

(iv) willfully dissuade or discourage any person or entity from using, employing or conducting business with the Corporation or any Affiliate or

 

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(v) intentionally disrupt or interfere with, or seek to disrupt or interfere with, the business or contractual relationship between the Corporation or any Affiliate and any supplier who during the six-month period preceding the Reference Date shall have supplied components, materials or services to the Corporation or any Affiliate.

Notwithstanding the foregoing, the restrictions imposed by this Section shall not in any manner be construed to prohibit, directly or indirectly, the Executive from serving as an employee or consultant of the Corporation or any Affiliate. For purposes of this Agreement, the following terms have the meanings given to them below:

a. “AFFILIATE” means any joint venture, partnership or subsidiary now or hereafter directly or indirectly owned or controlled by the Corporation. For purposes of clarification, an entity shall not be deemed to be indirectly or directly owned or controlled by the Corporation solely by reason of the ownership or control of such entity by shareholders of the Corporation.

b. “COVENANT EXPIRATION DATE” means the date which is one (1) year after the Termination Date (as defined in this Section).

c. “REFERENCE DATE” means (A) for purposes of applying the covenants set forth in this Section at any time prior to the Termination Date, the then current date, or (B) for purposes of applying the covenants set forth in this Section at any time on or after the Termination Date, the Termination Date.

d. “RESTRICTED TERRITORY” means anywhere in the world where the Corporation or any Affiliate conducts or plans to conduct the Business or any other business activity, as the case may be, at the Reference Date.

e. “TERMINATION DATE” means the date of termination of the Executive’s employment with the Corporation; PROVIDED, HOWEVER, that the Executive’s employment will not be deemed to have terminated so long as the Executive continues to be employed or engaged as an employee or consultant of the Corporation or any Affiliate, even if such employment or engagement continues after the expiration of the term of this Agreement, whether pursuant to this Agreement or otherwise.

12. SUCCESSORS. This Agreement is personal to the Executive and may not be assigned by the Executive other than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by the Executive’s legal representatives or successors in interest. Notwithstanding any other provision of this Agreement, the Executive may designate a successor or successors in interest to receive any amounts due under this Agreement after the Executive’s death. If he has not designated a successor in interest, payment of benefits under this Agreement will be made to his wife, if surviving, and if not surviving, to his estate. A designation of a successor in interest must be made in writing, signed by the Executive, and delivered to the Employer pursuant to Section 16. Except as otherwise provided in this Agreement, if the Executive has not designated a successor in interest, payment of benefits under this Agreement will be made to the Executive’s estate. This Section will not supersede any designation of beneficiary or successor in interest made by the Executive or provided for under any other plan, practice, or program of the Employer.

This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

The Corporation will require any successor (whether direct or indirect, by acquisition of assets, merger, consolidation or otherwise) to all or substantially all of the operations or assets of the Corporation or any successor and without regard to the form of transaction used to acquire the operations or assets of the Corporation, to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no succession had taken place. As used in this Agreement, “Corporation” means the Corporation and any successor to its operations or assets as set forth in this Section that is required by this clause to assume and agree to perform this Agreement or that otherwise assumes and agrees to perform this Agreement.

 

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13. FAILURE, DELAY OR WAIVER. No course of action or failure to act by the Corporation or the Executive will constitute a waiver by the party of any right or remedy under this Agreement, and no waiver by either party of any right or remedy under this Agreement will be effective unless made in writing.

14. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be enforceable under applicable law. However, if any provision of this Agreement is deemed unenforceable under applicable law by a court having jurisdiction, the provision will be unenforceable only to the extent necessary to make it enforceable without invalidating the remainder thereof or any of the remaining provisions of this Agreement.

15. NOTICE. All written communications to parties required hereunder must be in writing and (a) delivered in person, (b) mailed by registered or certified mail, return receipt requested, (such mailed notice to be effective 4 days after the date it is mailed) or (c) sent by facsimile transmission, with confirmation sent by way of one of the above methods, to the party at the address given below for the party (or to any other address as the party designates in a writing complying with this Section, delivered to the other party):

If to the Corporation:

Computer Task Group, Incorporated

800 Delaware Avenue

Buffalo, New York 14209

Attention: General Counsel

Telephone: 716-882-8000

Telecopier: 716-887-7370

If to the Executive:

James R. Boldt

142 Audubon Drive

Amherst, New York 14226

Telephone: 716-839-0907

16. MISCELLANEOUS. This Agreement may not be amended, modified or terminated orally or by any course of conduct pursued by the Corporation or the Executive, but may be amended, modified or terminated only by a written agreement duly executed by the Corporation and the Executive and is binding upon and inures to the benefit of the Corporation and the Executive and each of their respective heirs, representatives, successors and assignees, except that the Executive may not assign any of his rights or obligations pursuant to this Agreement. Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement between the Corporation and the Executive with respect to the subject matter of this Agreement, and supersedes all oral and written proposals, representations, understandings and agreements previously made or existing with respect to such subject matter.

17. TERMINATION OF THIS AGREEMENT. This Agreement will terminate when the Corporation has made the last payment provided for hereunder; provided, however, that the obligations set forth under Sections 8, 9, 10 and 11 of this Agreement will survive any termination and will remain in full force and effect.

18. MULTIPLE COUNTERPARTS. This Agreement may be executed in one or more counter parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any party may execute this Agreement by facsimile signature and the other party shall be entitled to rely on such facsimile signature as evidence that this Agreement has been duly executed by such party. Any party executing this Agreement by facsimile signature shall immediately forward to the other party an original page by overnight mail.

 

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19. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York without reference to principles of conflict of laws.

20. REPRESENTATION BY EXECUTIVE. The Executive represents to the Corporation that he is not subject to any agreement between him and any other person, firm or organization that prevents or restricts in any way his ability to provide services to the Corporation pursuant to this Agreement or that would otherwise be violated by the performance of his obligations under this Agreement. The Executive understands and agrees that a breach of this representation shall be considered to be a material breach of this Agreement and shall be grounds for immediate termination of employment and shall be treated in the same manner as termination for Cause.

21. RULE GOVERNING PAYMENT DATES. In any case where this Agreement requires the payment of an amount during a period of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs.

IN WITNESS WHEREOF, the parties have duly executed this restatement of the Agreement on the         day of December, 2008, to be effective January 1, 2009.

 

Computer Task Group, Incorporated

By

 

 

Title

 

 

Executive

 

James R. Boldt

 

90

 
                           CHANGE IN CONTROL AGREEMENT
 
         THIS AGREEMENT, effective as of July 16, 2001 (the "Effective Date"),
is between Computer Task Group, Incorporated, a New York corporation with its
executive offices at 800 Delaware Avenue, Buffalo, New York 14209 (the
"Corporation"), and James R. Boldt, an individual residing at 142 Audubon Drive,
Amherst, New York 14226 (the "Executive").
 
                                    RECITALS:
 
         WHEREAS, the Executive is employed as the President and Chief Executive
Officer of the Corporation; and
 
         WHEREAS, it is in the best interests of the Corporation to reinforce
and encourage the Executive's continued disinterested full attention and
undistracted dedication to the duties of the Executive currently and in the
potentially disturbing circumstances of a possible change in control of the
Corporation by providing some degree of personal financial security to the
Executive; and
 
         WHEREAS, it is in the best interests of the Corporation to enable the
Executive, without being influenced by the uncertainties of the Executive's own
situation, to assess and advise the Corporation whether proposals concerning any
potential change in control are in the best interests of the Corporation and its
shareholders and to take other action regarding these proposals as the
Corporation might determine to be appropriate; and
 
         WHEREAS, to induce the Executive to remain in the employ of the
Corporation, the Board of Directors has determined it is desirable to pay the
Executive the compensation set forth below if the Executive's employment with
the Corporation terminates in one of the circumstances described below in
connection with a change in control of the Corporation.
 
         NOW, THEREFORE, in consideration of the promises and of the covenants
contained in this Agreement, the Corporation and the Executive agree as follows:
 
                  1.       DEFINITIONS. The following definitions apply for
                           purposes of this Agreement.
 
                           (a)      "Aggregate Exercise Price" means:
 
                                    (i)      in the case of options to acquire
                                             common stock of the Corporation
                                             owned by the Executive, the total
                                             amount of cash or immediately
                                             available funds the Executive would
                                             be required to pay to the
                                             Corporation to purchase all of the
                                             common stock of the Corporation
                                             that, on the date as of which the
                                             Aggregate Exercise Price is to be
                                             determined, the Executive is
                                             entitled to purchase under the
                                             terms of all issued, outstanding
                                             and unexercised options to purchase
                                             common stock of the Corporation
                                             that are outstanding and
                                             exercisable on the date as of which
                                             the Aggregate Exercise Price of
                                             those options is to be determined;
                                             and
 
                                    (ii)     in the case of options to acquire
                                             Successor Equity, the total amount
                                             of cash or immediately available
                                             funds the Executive would be
                                             required to pay to the Successor to
                                             purchase all the Successor Equity
                                             that, on the date as of which the
                                             Aggregate Exercise Price is to be
                                             determined, the Executive is
                                             entitled to purchase under the
                                             terms of all issued, outstanding
                                             and unexercised options to purchase
                                             Successor Equity that are
                                             outstanding and exercisable on the
                                             date as of which the Aggregate
                                             Exercise Price of those options is
                                             to be determined.
 
                           (b)      "Built in Gain" means an amount equal to:
 
 
 
                                       39
<PAGE>
 
                                    (i)      the Highest Sale Price as of the
                                             date of a Change in Control
                                             multiplied by the total number of
                                             shares of common stock of the
                                             Corporation that the Executive
                                             could acquire by exercising all of
                                             the options to acquire common stock
                                             of the Corporation that, as of the
                                             date of the Change in Control, were
                                             issued to the Executive,
                                             outstanding and unexercised, minus
 
                                    (ii)     the Aggregate Exercise Price of
                                             those options.
 
                           (c)      "Board of Directors" or "Board" means the
Board of Directors of the Corporation.
 
                           (d)      "Cause" means a finding by the Board of
Directors, with notice in writing to the Executive setting forth in reasonable
detail its reasons, that any of the following conditions exist:
 
                                    (i)      The Executive's willful and
                                             continued failure to substantially
                                             perform his duties as President and
                                             Chief Executive Officer (other than
                                             as a result of the Executive's
                                             Disability).
 
                                    (ii)     A willful act or omission by the
                                             Executive constituting fraud or
                                             other malfeasance, including
                                             without limitation acts of
                                             dishonesty constituting a felony
                                             offense under the laws of the
                                             United States or any state thereof,
                                             and any act or omission by the
                                             Executive constituting immoral
                                             conduct, which in any such case is
                                             injurious to the financial
                                             condition or business reputation of
                                             the Corporation.
 
                                    (iii)    A material breach by the Executive
                                             of the Employment Agreement dated
                                             as of July 16, 2001.
 
For purposes of this definition, an act or failure to act will be deemed
"willful" only if it is effected by the Executive not in good faith and without
a reasonable belief that his action or failure to act was in or not opposed to
the Corporation's best interests.
 
                           (e)      "Change in Control" means any one of the
following occurrences:
 
                                    (i)      Approval by the stockholders of the
                                             Corporation of the dissolution or
                                             liquidation of the Corporation;
 
                                    (ii)     Approval by the stockholders of the
                                             Corporation of an agreement to
                                             merge or consolidate, or otherwise
                                             reorganize, with or into one or
                                             more entities that are not
                                             Subsidiaries or other affiliates,
                                             as a result of which less than 50%
                                             of the outstanding voting
                                             securities of the surviving or
                                             resulting entity immediately after
                                             the reorganization are, or will be,
                                             owned, directly or indirectly, by
                                             stockholders of the Corporation
                                             immediately before such
                                             reorganization (assuming for
                                             purposes of such determination that
                                             there is no change in the record
                                             ownership of the Corporation's
                                             securities from the record date for
                                             such approval until such
                                             reorganization and that such record
                                             owners hold no securities of the
                                             other parties to such
                                             reorganization, but including in
                                             such determination any securities
                                             of the other parties to such
                                             reorganization held by affiliates
                                             of the Corporation);
 
                                    (iii)    Approval by the stockholders of the
                                             Corporation of the sale of
                                             substantially all of the
                                             Corporation's business and/or
                                             assets to a person or entity that
                                             is not a Subsidiary or other
                                             affiliate; or
 
                                    (iv)     Any "Person" (as such term is used
                                             in Sections 13(d) and 14(d) of the
                                             Securities Exchange Act of 1934, as
                                             amended from time to time, but
                                             excluding any person described in
                                             and satisfying the conditions of
                                             Rule
 
 
                                       40
<PAGE>
 
                                             13d-1(b)(1) thereunder), other than
                                             the Corporation, any Subsidiary of
                                             the Corporation, any employee
                                             benefit plan of the Corporation or
                                             of any of its Subsidiaries or any
                                             Person holding common shares of the
                                             Corporation for or pursuant to the
                                             terms of any such employee benefit
                                             plan, becomes the beneficial owner
                                             (as defined in Rule 13d-3 under the
                                             Exchange Act), directly or
                                             indirectly, of securities of the
                                             Corporation representing more than
                                             20% of the combined voting power of
                                             the Corporation's then outstanding
                                             securities entitled to then vote
                                             generally in the election of
                                             directors of the Corporation; or
 
                                    (v)      During any period not longer than
                                             two consecutive years, individuals
                                             who at the beginning of such period
                                             constituted the Board cease to
                                             constitute at least a majority
                                             thereof, unless the election, or
                                             the nomination for election by the
                                             Corporation's stockholders, of each
                                             new Board member was approved by a
                                             vote of at least three-quarters of
                                             the Board members then still in
                                             office who were Board members at
                                             the beginning of such period
                                             (including for these purposes, new
                                             members whose election or
                                             nomination was so approved).
 
                           (f)      "Code" means the Internal Revenue Code of
1986, as amended.
 
                           (g)      "Conversion Options" means an option or
                                    options to purchase Successor Equity, which
                                    option or options may be granted by the
                                    Successor to the Executive and are
                                    exercisable in full immediately following
                                    the Change in Control for an Aggregate
                                    Exercise Price that does not exceed the
                                    Aggregate Exercise Price of the options to
                                    purchase common stock of the Corporation
                                    owned by the Executive on the date of the
                                    Change in Control and which options, if
                                    exercised by the Executive in full
                                    immediately following that Change in
                                    Control, would provide for the ownership by
                                    the Executive of Successor Equity that,
                                    immediately following the acquisition of
                                    that Successor Equity by the Executive, may
                                    be sold by the Executive, free of any
                                    restrictions imposed on the sale of
                                    securities by the Securities Act of 1933,
                                    for a price that exceeds the Aggregate
                                    Exercise Price of those options by an amount
                                    not less than the Built in Gain. Under no
                                    circumstances is the Executive required to
                                    accept a grant of Conversion Options from
                                    the Successor.
 
                           (h)      "Corporation" means Computer Task Group,
Incorporated.
 
                           (i)      "Disability" means a disability that exists
for a period of at least 12 months and because of which the Executive is
physically or mentally unable to substantially perform his regular duties as
President or Chief Executive Officer of the Corporation, as the case may be.
 
                           (j)      "Good Reason" means any of the following
occurrences, with notice to the Corporation from the Executive setting forth in
reasonable detail his reasons:
 
                                    (i)      A material diminution in the
                                             Executive's responsibilities,
                                             duties, title, reporting
                                             responsibilities within the
                                             business organization, status, role
                                             or authority.
 
                                    (ii)     A reduction by the Corporation in
                                             the Executive's annual base salary
                                             as in effect on the date of a
                                             Change in Control or as in effect
                                             thereafter if that base salary has
                                             been increased.
 
                                    (iii)    A reduction by the Corporation in
                                             the aggregate value of benefits
                                             provided to the Executive, as in
                                             effect on the date of a Change in
                                             Control or as in effect after that
                                             date if those benefits have been
                                             increased. "Benefits" includes all
                                             profit sharing, 401(k), retirement,
                                             pension, health, medical, dental,
                                             disability, insurance, automobile,
                                             severance, vacation, leave,
                                             reimbursement, and similar
                                             benefits.
 
                                    (iv)     A failure to continue in effect any
                                             stock option or other equity-based
                                             or non-equity based incentive
                                             compensation plan in effect
                                             immediately prior to the Change in
                                             Control, or a reduction in the
                                             Executive's
 
 
                                       41
<PAGE>
 
                                             participation in any such plan,
                                             unless the Executive is afforded
                                             the opportunity to participate in
                                             alternative incentive compensation
                                             plans or agreements of reasonably
                                             equivalent value.
 
                                    (v)      A material breach by the
                                             Corporation of any provision of
                                             this Agreement or of any stock
                                             option or other equity-based plan
                                             or agreement with the Executive.
 
                                    (vi)     Removal from, or failure to
                                             re-elect, the Executive to the
                                             position of President or Chief
                                             Executive Officer.
 
                                    (vii)    A requirement, in the Executive's
                                             reasonable judgment, that the
                                             services required to be performed
                                             by the Executive would necessitate
                                             the Executive moving his residence
                                             from the Buffalo, New York area.
 
The Corporation will have 20 business days from the date of notice from the
Executive stating his claim of Good Reason to cure the circumstances stated that
create the Good Reason cited by the Executive in the notice. If the Corporation
does not, or cannot, cure the Good Reason to the Executive's reasonable
satisfaction, the Good Reason will be deemed to have occurred at the end of the
20-day period.
 
                           (k)      "Highest Sale Price" means:
 
                                    (i)      with respect to the common stock of
                                             the Corporation, the highest
                                             closing sale price at which common
                                             stock of the Corporation has been
                                             sold, in an established securities
                                             market, during the 12 consecutive
                                             month period ending on the date as
                                             of which the Highest Sale Price of
                                             the common stock of the Corporation
                                             is to be determined; and
 
                                    (ii)     with respect to Successor Equity,
                                             the highest closing sale price at
                                             which Successor Equity has been
                                             sold, in an established securities
                                             market, during the 12 consecutive
                                             month period ending on the date of
                                             which the Highest Sale Price of the
                                             Successor Equity is to be
                                             determined.
 
                           (l)      "Subsidiary" means any corporation or other
entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.
 
                           (m)      "Successor" means, the person, firm,
corporation or other entity that, as a result of a Change in Control, has
succeeded, directly or indirectly, to all or substantially all the assets,
rights, properties, liabilities and obligations of the Corporation.
 
                           (n)      "Successor Equity" means capital stock or
any other equity interest in the Successor.
 
                  2.       BENEFITS UPON CHANGE IN CONTROL. The Corporation will
provide the benefits listed below in subsections (a) through (c) on a Change in
Control. All amounts payable on a Change in Control under all subsections of
this Section will be made by bank check or wire transfer at the Change in
Control, or, if that is not within the control of the Corporation, not later
than the tenth business day following the Change in Control. For purposes of
this Section, references to payments by the Corporation include payments from
any entity related to the Corporation, such as the Corporation's Stock Employee
Compensation Trusts.
 
                           (a)      STOCK RIGHTS. As of the date of the Change
in Control, the Executive will become fully vested in, and entitled to exercise
immediately all stock-related awards he has been granted under any plans or
agreements of the Corporation, including without limitation, awards under the
1991 Stock Option Plan and the 2000 Equity Award Plan. Unless otherwise required
to be limited for an option to qualify as an Incentive Stock Option under the
Code or unless otherwise terminated by the maximum limits of the applicable
plan, the Executive will be entitled to exercise all these awards for a period
of not less than 12 months following the Change in Control. The acceleration of
vesting and exercisability under this Section will apply notwithstanding any
provision in the 2000 Equity Award Plan or any other plan or agreement that
would prevent the acceleration and vesting of the awards or cause them to be
canceled, rescinded or otherwise impaired.
 
 
                                       42
<PAGE>
 
                           (b)      DEFERRED COMPENSATION. All deferred or
otherwise contingent compensation of the Executive will become (i) vested and
(ii) immediately payable in cash. For purposes only of (ii) in the preceding
sentence, a Change in Control under Section 1(e)(ii) will be determined only by
substituting 70% for 50% in that Section 1(e)(ii).
 
                           (c)      CONVERSION RIGHTS. If, following the Change
in Control (or, in the case of a Change in Control event described in Section
1(e)(ii) or (iii), following the merger or sale transaction referred to in those
paragraphs (the consummation of that merger or sale transaction is referred to
as a "Merger or Sale Event")):
 
                                    (i)      the Corporation's legal existence
                                             continues but the number of shares
                                             of common stock of the Company the
                                             Executive is entitled to purchase
                                             pursuant to the exercise of all
                                             options to purchase the
                                             Corporation's common stock owned by
                                             the Executive immediately following
                                             the Change in Control for a price
                                             not more than the Aggregate
                                             Exercise Price of his unexercised
                                             options immediately prior to the
                                             Change in Control, is not, on a
                                             fully diluted basis, at least equal
                                             to the same proportion, on a fully
                                             diluted basis, of the issued and
                                             outstanding shares of common stock
                                             of the Corporation that could have
                                             been purchased by the Executive
                                             pursuant to the exercise of all of
                                             his options immediately prior to
                                             the Change in Control; OR
 
                                    (ii)     the common stock of the Corporation
                                             is no longer listed for trading on
                                             an established securities market
                                             and the Successor, effective as of
                                             the date of the Change in Control,
                                             has not offered to grant Conversion
                                             Options to the Executive in lieu of
                                             the options of the Executive to
                                             purchase common stock of the
                                             Corporation; OR
 
                                    (iii)    the common stock of the Corporation
                                             is no longer listed for trading on
                                             an established securities market
                                             and the Successor has offered to
                                             grant Conversion Options to the
                                             Executive, effective as of the date
                                             of the Change in Control (in lieu
                                             of the Executive's options to
                                             purchase common stock of the
                                             Corporation), but the Executive has
                                             elected not to accept that grant of
                                             Conversion Options; THEN
 
the Executive will be paid, in one lump sum payment not later than 20 business
days following the Change in Control (or, in the case of a Change in Control
event described in Section 1(e)(ii) or (iii), not later than 20 business days
following the Merger or Sale Event), the Built in Gain on the options to
purchase common stock of the Corporation that were issued to the Executive and
outstanding and unexercised on the date of the Change in Control and, after
that, all those options will be canceled and will be deemed and construed to be
null and void for all purposes.
 
For purposes of this subsection, references to options include all equity-based
compensation, including without limitation, restricted stock and stock
appreciation rights. In the case of these types of equity-based compensation
held by the Executive as of the Change in Control, the formulas and payouts
under this subsection will be adjusted to reflect the equivalents under those
types of equity-based compensation.
 
                  3.       BENEFITS UPON TERMINATION. The Corporation will
provide the benefits listed below in subsections (a) through (f) on the
termination of the Executive's employment (i) by the Corporation without Cause
or by the Executive with Good Reason in either case within 24 months following
or in anticipation of or in connection with a Change in Control, or (ii) by the
Executive for any reason within 6 months after a Change in Control. Payments
under subsections (a), (b), (c), (e) and (f) of this Section will be made by the
tenth business day following the termination of the Executive's employment. For
purposes of this Section, references to payments by the Corporation include
payments from any entity related to the Corporation, such as the Stock Employee
Compensation Trusts. Also, references to payments by the Successor include
payments from the Corporation's Stock Employee Compensation Trusts if those
trusts are permitted to make the payments.
 
                           (a)      SALARY. The Executive will receive 2.99
times his full rate of salary in effect, including directors' fees, if any,
(whether or not deferred) on the date immediately prior to the Change in Control
or, if greater, the amount in effect at any date after the Change in Control.
 
 
                                       43
<PAGE>
 
                           (b)      BONUS. The Executive will receive a cash
bonus equal to 2.99 times the highest annual bonus payable (whether or not
deferred) to him in the 3 calendar years preceding the year in which the Change
in Control occurs.
 
                           (c)      FRINGE BENEFITS. The Executive will receive
a lump sum payment equal to 25% of the sum of (i) one times his full rate of
salary, as defined in (a), and (ii) highest annual bonus, as defined in (b).
This payment represents the value to which the parties agree the Executive
otherwise would be entitled with respect to fringe benefits (including without
limitation profit sharing, 401(k), retirement, pension, health, medical, dental,
disability, insurance, automobile, severance, vacation, leave, reimbursement,
and similar benefits) for 36 months.
 
                           (d)      INDEMNIFICATION. For a 60-month period
following the date of the Executive's termination of employment, the Corporation
will continue any indemnification agreement with the Executive and will provide
directors' and officers' liability insurance insuring the Executive that
coverage will have limits and scope of coverage not less than that in effect
immediately prior to the Change in Control.
 
                           (e)      CASH-OUT OF STOCK OPTIONS AND OTHER
EQUITY-RELATED COMPENSATION.
 
                                    (i)      IN CORPORATION. If the options to
                                             purchase common stock of the
                                             Corporation have not been canceled
                                             as provided for in Section 2(c), to
                                             the extent that the Executive has
                                             any unexercised options to purchase
                                             common stock of the Corporation
                                             that are exercisable at the time of
                                             the termination of the Executive's
                                             employment under this Section, the
                                             Executive will receive an amount
                                             equal to:
 
                                             (A)     the Highest Sale Price of
                                                     the common stock of the
                                                     Corporation determined as
                                                     of the date of the
                                                     termination of the
                                                     Executive's employment
                                                     under this Section;
                                                     MULTIPLIED BY
 
                                             (B)     the aggregate number of
                                                     shares of common stock of
                                                     the Corporation the
                                                     Executive is entitled to
                                                     purchase pursuant to the
                                                     terms of all options to
                                                     purchase any common stock
                                                     of the Corporation owned by
                                                     the Executive and
                                                     exercisable on the date of
                                                     the termination of the
                                                     Executive's employment
                                                     under this Section; MINUS
 
                                            (C)      the Aggregate Exercise
                                                     Price of the issued and
                                                     outstanding unexercised
                                                     options to purchase common
                                                     stock of the Corporation
                                                     owned by the Executive as
                                                     of the date of the
                                                     termination of the
                                                     Executive's employment
                                                     under this Section, to the
                                                     extent that those options
                                                     are exercisable as of that
                                                     date.
 
                                    (ii)     IN SUCCESSOR. If the Executive has
                                             elected to accept a grant of
                                             Conversion Options from the
                                             Successor and, at the time of the
                                             termination of the Executive's
                                             employment under this Section, the
                                             Executive owns Conversion Options
                                             or any other options to acquire any
                                             Successor Equity that are
                                             exercisable at the time of the
                                             termination of the Executive's
                                             employment under this Section, and
                                             any of those Conversion Options and
                                             other options to purchase Successor
                                             Equity have not been exercised by
                                             the Executive, the Executive will
                                             receive an amount equal to:
 
                                             (A)     the Highest Sale Price,
                                                     determined as of the date
                                                     of the termination of the
                                                     Executive's employment
                                                     under this Section, of each
                                                     unit of Successor Equity
                                                     that could be acquired by
                                                     the Executive on the
                                                     exercise of all outstanding
                                                     Conversion Options and
                                                     other options to purchase
                                                     Successor Equity on the
                                                     date of the termination of
                                                     the Executive's employment
                                                     under this Section;
                                                     MULTIPLIED BY
 
 
                                       44
<PAGE>
 
                                    (B)      the aggregate number of units of
                                             Successor Equity the Executive is
                                             entitled to purchase pursuant to
                                             the terms of all options to
                                             purchase Successor Equity owned by
                                             the Executive and exercisable on
                                             the date of the termination of the
                                             Executive's employment under this
                                             Section; MINUS
 
                                    (C)      the Aggregate Exercise Price of the
                                             issued and outstanding unexercised
                                             Conversion Options and other
                                             options to purchase Successor
                                             Equity owned by the Executive and
                                             exercisable as of the date of the
                                             termination of the Executive's
                                             employment under this Section.
 
For purposes of this subsection, references to options and to Successor Equity
include all equity-based compensation, including without limitation, restricted
stock and stock appreciation rights. In the case of these types of equity-based
compensation held by the Executive as of the Change in Control or as of the
termination of the Executive's employment under this Section, the formulas and
payouts under this subsection will be adjusted to reflect the equivalents under
those types of equity-based compensation.
 
                           (f) DEFERRED COMPENSATION. The Executive will receive
all deferred or otherwise contingent compensation not paid out as of the date of
the termination of the Executive's employment.
 
                  4.       WITHHOLDING. The Corporation will deduct or withhold
from all salary and bonus payments, and from all other payments made to the
Executive pursuant to this Agreement, all amounts that may be required to be
deducted or withheld under any applicable Social Security contribution, income
tax withholding or other similar law now in effect or that may become effective
during the term of this Agreement.
 
                  5.       OTHER TERMINATION. Upon termination of the
Executive's employment for Cause or because of death or Disability, or not
within the time related to a Change in Control as described in Section 3, no
benefits will be payable under this Agreement.
 
                  6.       ADDITIONAL PAYMENTS. Notwithstanding anything in this
Agreement, the 2000 Equity Award Plan, or any other agreement or plan to the
contrary, in the event it is determined that any payments or distributions by
the Corporation or any affiliate (as defined under the Securities Act of 1933,
as amended, and the regulations thereunder) thereof or any other person to or
for the benefit of the Executive, whether paid or payable pursuant to the terms
of this Agreement, or pursuant to any other agreement or arrangement with the
Corporation or any such affiliate ("Payments"), would be subject to the excise
tax imposed by Section 4999 of the Code, or any successor provision, or any
interest or penalties with respect to the excise tax (the excise tax, together
with any interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive will be entitled to receive an additional
payment from the Corporation (a "Gross-Up Payment") in an amount that after
payment by the Executive of all taxes (including, without limitation, any
interest or penalties imposed with respect to such taxes and any Excise Tax)
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The amount
of the Gross-Up Payment will be calculated by the Corporation's independent
accounting firm, engaged immediately prior to the event that triggered the
payment, in consultation with the Corporation's outside legal counsel. For
purposes of making the calculations required by this Section, the accounting
firm may make reasonable assumptions and approximations concerning applicable
taxes and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code, provided that the accounting
firm's determinations must be made with substantial authority (within the
meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the
Executive's last day of employment or on the occurrence of the event that
results in the imposition of the Excise Tax, if later. If the precise amount of
the Gross-Up Payment cannot be determined on the date it is to be paid, an
amount equal to the best estimate of the Gross-Up Payment will be made on that
date and, within 10 days after the precise calculation is obtained, either the
Corporation will pay any additional amount to the Executive or the Executive
will pay any excess amount to the Corporation, as the case may be. If
subsequently the Internal Revenue Service (the "IRS") claims that any additional
Excise Tax is owing, an additional Gross-Up Payment will be paid to the
Executive within 30 days of the Executive providing substantiation of the claim
made by the IRS. After payment to the Executive of the Gross-Up Payment, the
Executive will provide to the Corporation any information reasonably requested
by
 
 
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<PAGE>
 
the Corporation relating to the Excise Tax, the Executive will take those
actions as the Corporation reasonable requests to contest the Excise Tax,
cooperate in good faith with the Corporation to effectively contest the Excise
Tax and permit the Corporation to participate in any proceedings contesting the
Excise Tax. The Corporation will bear and pay directly all costs and expenses
(including any interest or penalties on the Excise Tax), and indemnify and hold
the Executive harmless, on an after-tax basis, from all such costs and expenses
related to such contest. Should it ultimately be determined that any amount of
an Excise Tax is not properly owed, the Executive will refund to the Corporation
the related amount of the Gross-Up Payment.
 
                  7.       NON-EXCLUSIVITY OF RIGHTS. Except as otherwise
specifically provided, nothing in this Agreement prevents or limits the
Executive's continued or future participation in any benefit, incentive, or
other plan, practice, or program provided by the Corporation and for which the
Executive may qualify. Any amount of vested benefit or any amount to which the
Executive is otherwise entitled under any plan, practice, or program of the
Corporation will be payable in accordance with the plan, practice, or program,
except as specifically modified by this Agreement. However, if the Executive
receives the payments under Section 3, the Executive will not be entitled to any
severance payments (which excludes for this purpose all types of equity-based
compensation not cashed out under Section 2(c) or 3(e)) otherwise payable under
any other agreement, plan, or practice providing for severance compensation.
 
                  8.       NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive
will not be obligated to seek other employment or to take other action to
mitigate any amount payable to him under this Agreement.
 
                  9.       SUCCESSORS. This Agreement is personal to the
Executive and may not be assigned by the Executive other than by will or the
laws of descent and distribution. This Agreement will inure to the benefit of
and be enforceable by the Executive's legal representatives or successors in
interest. Notwithstanding any other provision of this Agreement, the Executive
may designate a successor or successors in interest to receive any amounts due
under this Agreement after the Executive's death. A designation of a successor
in interest must be made in writing, signed by the Executive, and delivered to
the Corporation. Except as otherwise provided in this Agreement, if the
Executive has not designated a successor in interest, payment of benefits under
this Agreement will be made to the Executive's estate. This Section will not
supersede any designation of beneficiary or successor in interest made by the
Executive or provided for under any other plan, practice, or program of the
Corporation.
 
                  This Agreement will inure to the benefit of and be binding
upon the Corporation and its successors and assigns.
 
                  The Corporation will require any successor (whether direct or
indirect, by acquisition of assets, merger, consolidation or otherwise) to all
or substantially all of the operations or assets of the Corporation or any
successor, and without regard to the form of transaction used to acquire the
operations or assets of the Corporation, to assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no succession had taken place. As used in this
Agreement, "Corporation" means the Corporation and any successor to its
operations or assets as set forth in this Section that is required by this
clause to assume and agree to perform this Agreement or that otherwise assumes
and agrees to perform this Agreement.
 
                  10.      BENEFIT CLAIMS. In the event the Executive, or his
beneficiaries, as the case may be, and the Corporation disagree as to their
respective rights and obligations under this Agreement, and the Executive or his
beneficiaries are successful in establishing, privately or otherwise, that his
or their position is substantially correct, or that the Corporation's position
is substantially wrong or unreasonable, or in the event that the disagreement is
resolved by settlement, the Corporation will pay all costs and expenses,
including counsel fees, that the Executive or his beneficiaries may incur in
connection therewith directly to the provider of the services or as may
otherwise be directed by the Executive or his beneficiaries. The Corporation
will not delay or reduce the amount of any payment provided for hereunder or
setoff or counterclaim against any such amount for any reason whatsoever; it is
the intention of the Corporation and the Executive that the amounts payable to
the Executive or his beneficiaries hereunder will continue to be paid in all
events in the manner and at the times herein provided. All payments made by the
Corporation hereunder will be final and the Corporation will not seek to recover
all or any part of any portion of any payments hereunder for any reason.
 
                  11.      FAILURE, DELAY OR WAIVER. No course of action or
failure to act by the Corporation or the Executive will constitute a waiver by
the party of any right or remedy under this Agreement, and no waiver by either
party of any right or remedy under this Agreement will be effective unless made
in writing.
 
 
                                       46
<PAGE>
 
                  12.      SEVERABILITY. Whenever possible, each provision of
this Agreement will be interpreted in such a manner as to be enforceable under
applicable law. However, if any provision of this Agreement is deemed
unenforceable under applicable law by a court having jurisdiction, the provision
will be unenforceable only to the extent necessary to make it enforceable
without invalidating the remainder thereof or any of the remaining provisions of
this Agreement.
 
                  13.      NOTICE. All written communications to parties
required hereunder must be in writing and (a) delivered in person, (b) mailed by
registered or certified mail, return receipt requested, (such mailed notice to
be effective 4 days after the date it is mailed) or (c) sent by facsimile
transmission, with confirmation sent by way of one of the above methods, to the
party at the address given below for the party (or to any other address as the
party designates in a writing complying with this Section, delivered to the
other party):
 
                  If to the Corporation:
 
                      Computer Task Group, Incorporated
                      800 Delaware Avenue
                      Buffalo, New York 14209
                      Attention:   General Counsel
                      Telephone:   716-882-8000
                      Telecopier:  716-887-7370
                  with a copy to:
 
                      Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                      One M&T Plaza, Suite 2000
                      Buffalo, New York 14203
                      Attention:   Dianne Bennett, Esq. and Ward B. Hinkle, Esq.
                      Telephone:   716-856-4000
                      Telecopier:  716-849-0349
 
                  If to the Executive:
 
                      James R. Boldt
                      142 Audubon Drive
                      Amherst, New York 14226
                      Telephone:   716-839-0907
 
                  14.      MISCELLANEOUS. This Agreement (a) may not be amended,
modified or terminated orally or by any course of conduct pursued by the
Corporation or the Executive, but may be amended, modified or terminated only by
a written agreement duly executed by the Corporation and the Executive, (b) is
binding upon and inures to the benefit of the Corporation and the Executive and
each of their respective heirs, representatives, successors and assignees,
except that the Executive may not assign any of his rights or obligations
pursuant to this Agreement, (c) except as otherwise specifically provided in
this Agreement, constitutes the entire agreement between the Corporation and the
Executive with respect to the subject matter of this Agreement, and supersedes
all oral and written proposals, representations, understandings and agreements
previously made or existing with respect to such subject matter, including that
certain employment agreement dated October 17, 2000 and any similar agreements,
and (d) will be governed by, and interpreted and construed in accordance with,
the laws of the State of New York, without regard to principles of conflicts of
law.
 
                  15       TERM.
 
                           (a)      Except as provided in (b), this Agreement
will not be terminated earlier than 36 months after its Effective Date. The
Agreement will be extended automatically for additional 12-month periods unless
one party notifies the other prior to the beginning of the successive 36 month
period that it is terminating the Agreement. The intention of the preceding
sentence is that if a party does not give notice, at least 36 months remain in
the Agreement.
 
                           (b)      This Agreement will terminate when the
Corporation has made the last payment provided for under it, including without
limitation, any payments payable at any time under Sections 9 and 10.
 
 
                                       47
<PAGE>
 
However, the obligations under Section 3(d) will survive any termination and
will remain in full force and effect for the period specified.
 
                           IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above written.
 
 
 
 
CORPORATION:
 
By
         --------------------------------------------
Name:  Randolph A. Marks
Title:   Chairman of the Board of Directors
 
 
 
 
EXECUTIVE:
 
 
-----------------------------------------------------
         James R. Boldt
 

 

EX-10.(N) 3 dex10n.htm CHANGE IN CONTROL AGREEMENT BETWEEN REGISTRANT AND JAMES R. BOLDT

EXHIBIT 10 (n)

CHANGE IN CONTROL AGREEMENT

As Amended and Restated Effective January 1, 2009

THIS AGREEMENT, effective as of July 16, 2001 (the “Effective Date”), is between Computer Task Group, Incorporated, a New York corporation with its executive offices at 800 Delaware Avenue, Buffalo, New York 14209 (the “Corporation”), and James R. Boldt, an individual residing at 142 Audubon Drive, Amherst, New York 14226 (the “Executive”). The Agreement is amended and restated effective January 1, 2009.

RECITALS:

WHEREAS, the Executive is employed as the President and Chief Executive Officer of the Corporation; and

WHEREAS, it is in the best interests of the Corporation to reinforce and encourage the Executive’s continued disinterested full attention and undistracted dedication to the duties of the Executive currently and in the potentially disturbing circumstances of a possible change in control of the Corporation by providing some degree of personal financial security to the Executive; and

WHEREAS, it is in the best interests of the Corporation to enable the Executive, without being influenced by the uncertainties of the Executive’s own situation, to assess and advise the Corporation whether proposals concerning any potential change in control are in the best interests of the Corporation and its shareholders and to take other action regarding these proposals as the Corporation might determine to be appropriate; and

WHEREAS, to induce the Executive to remain in the employ of the Corporation, the Board of Directors has determined it is desirable to pay the Executive the compensation set forth below if the Executive’s employment with the Corporation terminates in one of the circumstances described below in connection with a change in control of the Corporation; and

WHEREAS, this Agreement has been amended and restated effective January 1, 2009 to coordinate with a certain Employment Agreement and to include provisions intended to comply with final regulations promulgated under Internal Revenue Code (“Code”) Section 409A and shall be construed to the extent practicable so as to avoid causing any amounts payable to the Executive hereunder to be includable in his gross income under Code Section 409A (a) (1).

NOW, THEREFORE, in consideration of the promises and of the covenants contained in this Agreement, the Corporation and the Executive agree as follows:

1. DEFINITIONS. The following definitions apply for purposes of this Agreement.

(a) “Aggregate Exercise Price” means:

(i) in the case of options to acquire common stock of the Corporation owned by the Executive, the total amount of cash or immediately available funds the Executive would be required to pay to the Corporation to purchase all of the common stock of the Corporation that, on the date as of which the Aggregate Exercise Price is to be determined, the Executive is entitled to purchase under the terms of all issued, outstanding and unexercised options to purchase common stock of the Corporation that are outstanding and exercisable on the date as of which the Aggregate Exercise Price of those options is to be determined; and

 

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(ii) in the case of options to acquire Successor Equity, the total amount of cash or immediately available funds the Executive would be required to pay to the Successor to purchase all the Successor Equity that, on the date as of which the Aggregate Exercise Price is to be determined, the Executive is entitled to purchase under the terms of all issued, outstanding and unexercised options to purchase Successor Equity that are outstanding and exercisable on the date as of which the Aggregate Exercise Price of those options is to be determined.

(b) “Built in Gain” means an amount equal to:

(i) the Highest Sale Price as of the date of a Change in Control multiplied by the total number of shares of common stock of the Corporation that the Executive could acquire by exercising all of the options to acquire common stock of the Corporation that, as of the date of the Change in Control, were issued to the Executive, outstanding and unexercised, minus

(ii) the Aggregate Exercise Price of those options.

(c) “Board of Directors” or “Board” means the Board of Directors of the Corporation.

(d) “Cause” means a finding by the Board of Directors, with notice in writing to the Executive setting forth in reasonable detail its reasons, that any of the following conditions exist:

(i) The Executive’s willful and continued failure to substantially perform his duties as President and Chief Executive Officer (other than as a result of the Executive’s Disability).

(ii) A willful act or omission by the Executive constituting fraud or other malfeasance, including without limitation acts of dishonesty constituting a felony offense under the laws of the United States or any state thereof, and any act or omission by the Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation.

(iii) A material breach by the Executive of the Employment Agreement.

For purposes of this definition, an act or failure to act will be deemed “willful” only if it is effected by the Executive not in good faith and without a reasonable belief that his action or failure to act was in or not opposed to the Corporation’s best interests.

(e) “Change in Control” means any one of the following occurrences:

(i) Approval by the stockholders of the Corporation of the dissolution or liquidation of the Corporation;

(ii) Approval by the stockholders of the Corporation of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not Subsidiaries or other affiliates, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity immediately after the reorganization are, or will be, owned, directly or indirectly, by stockholders of the Corporation immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Corporation’s securities from the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such reorganization, but including in such determination any securities of the other parties to such reorganization held by affiliates of the Corporation);

 

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(iii) Approval by the stockholders of the Corporation of the sale of substantially all of the Corporation’s business and/or assets to a person or entity that is not a Subsidiary or other affiliate; or

(iv) Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time, but excluding any person described in and satisfying the conditions of Rule 13d-1(b)(1) thereunder), other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any of its Subsidiaries or any Person holding common shares of the Corporation for or pursuant to the terms of any such employee benefit plan, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 20% of the combined voting power of the Corporation’s then outstanding securities entitled to then vote generally in the election of directors of the Corporation; or

(v) During any period not longer than two consecutive years, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Corporation’s stockholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved).

(f) “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Conversion Options” means an option or options to purchase Successor Equity, which option or options may be granted by the Successor to the Executive and are exercisable in full immediately following the Change in Control for an Aggregate Exercise Price that does not exceed the Aggregate Exercise Price of the options to purchase common stock of the Corporation owned by the Executive on the date of the Change in Control and which options, if exercised by the Executive in full immediately following that Change in Control, would provide for the ownership by the Executive of Successor Equity that, immediately following the acquisition of that Successor Equity by the Executive, may be sold by the Executive, free of any restrictions imposed on the sale of securities by the Securities Act of 1933, and which satisfy the requirements of Regulation §1.409A-1(b)(5)(v)(D) so that the exchange of options to purchase stock of the Corporation for Conversion Options will not be treated as the grant of a new stock right or change in the form of payment for purposes of said Regulation. Under no circumstances is the Executive required to accept a grant of Conversion Options from the Successor.

(h) “Corporation” means Computer Task Group, Incorporated.

(i) “Disability” means a disability that exists for a period of at least 12 months and because of which the Executive is physically or mentally unable to substantially perform his regular duties as President or Chief Executive Officer of the Corporation, as the case may be.

(j) “Employment Agreement” means a certain employment agreement between the Corporation and the Executive which is effective as of July 16, 2001, as such agreement may be amended or superseded.

(k) “Good Reason” means the occurrence of one or more of the following events, provided that the Executive shall give the Corporation a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Corporation takes appropriate corrective action:

(i) A material diminution in the Executive’s responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority.

 

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(ii) A material reduction by the Corporation in the Executive’s annual base salary as in effect on the date of a Change in Control or as in effect thereafter if that base salary has been increased.

(iii) A material reduction by the Corporation in the aggregate value of benefits provided to the Executive, as in effect on the date of a Change in Control or as in effect after that date if those benefits have been increased. “Benefits” includes all profit sharing, 401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits.

(iv) A material breach by the Corporation of any provision of this Agreement or of any other agreement requiring the payment of compensation to the Executive.

(v) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer.

(vi) A requirement, in the Executive’s reasonable judgment, that the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area.

The Corporation shall have 30 days following the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Corporation does not correct the Good Reason condition, the Executive’s Good Reason termination will be deemed to have occurred on the day following the 30-day period.

(l) “Highest Sale Price” means:

(i) with respect to the common stock of the Corporation, the highest closing sale price at which common stock of the Corporation has been sold, in an established securities market, during the 12 consecutive month period ending on the date as of which the Highest Sale Price of the common stock of the Corporation is to be determined; and

(ii) with respect to Successor Equity, the highest closing sale price at which Successor Equity has been sold, in an established securities market, during the 12 consecutive month period ending on the date of which the Highest Sale Price of the Successor Equity is to be determined.

(m) “Regulation” means Treasury Regulations promulgated under Code Section 409A as amended.

(n) “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation.

(o) “Successor” means, the person, firm, corporation or other entity that, as a result of a Change in Control, has succeeded, directly or indirectly, to all or substantially all the assets, rights, properties, liabilities and obligations of the Corporation.

(p) “Successor Equity” means capital stock or any other equity interest in the Successor.

(q) “Termination of Employment” has the meaning provided in Regulation §1.409A-1(h) (1) (ii). If the Executive provides services as an independent contractor, the Executive will not be considered to have a Termination of Employment until the Executive has ceased providing services both as an employee and as an independent contractor. The preceding sentence shall not apply with respect to nonqualified deferred compensation plan in which the Executive participates as an employee to the extent that the Executive’s sole activity as an independent contractor with respect to the Corporation is to serve on the Corporation’s Board of Directors.

 

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2. BENEFITS UPON CHANGE IN CONTROL. The Corporation will provide the benefits listed below in Sections 2(a) and 2(b) on a Change in Control. All amounts payable on a Change in Control under all subsections of this Section will be made by bank check or wire transfer at the Change in Control, or, if that is not within the control of the Corporation, not later than the tenth business day following the Change in Control except as otherwise provided in Section 2(a) or 2(b). For purposes of this Section, references to payments by the Corporation include payments from any entity related to the Corporation, such as the Corporation’s Stock Employee Compensation Trusts.

(a) STOCK RIGHTS. As of the date of the Change in Control, the Executive will become fully vested in, and entitled to exercise immediately all stock-related awards he has been granted under any plans or agreements of the Corporation, including without limitation, awards under the 1991 Stock Option Plan and the 2000 Equity Award Plan, other than any stock-related award that constitutes a “deferral of compensation” within the meaning of Code Section 409A and the Regulations. The Executive will be entitled to exercise all these awards for a period of not less than 12 months following the Change in Control provided that such exercise period shall not in any event extend beyond the last day of the original exercise period of the relevant stock-related award. The acceleration of vesting and exercisability under this Section will apply notwithstanding any provision in the 2000 Equity Award Plan or any other plan or agreement that would prevent the acceleration and vesting of the awards or cause them to be canceled, rescinded or otherwise impaired.

(b) DEFERRED COMPENSATION. All deferred or otherwise contingent compensation of the Executive will become (i) vested and (ii) immediately payable in cash provided, however, that any such compensation that constitutes deferred compensation within the meaning of Code Section 409A and the Regulations thereunder shall be payable only at the time and in the manner provided under the relevant deferred compensation plan. For purposes only of (ii) in the preceding sentence, a Change in Control under Section 1(e) (ii) will be determined only by substituting 70% for 50% in that Section 1(e) (ii).

3. BENEFITS UPON TERMINATION. The Corporation will provide the benefits listed below in subsections (a) through (f) on the termination of the Executive’s employment (i) by the Corporation for any reason other than Cause or by the Executive for Good Reason (“Involuntary Termination”) in either case within 6 months before or between 6 and 24 months after a Change in Control, or (ii) by the Executive for any reason (“Voluntary Termination”) within 6 months after a Change in Control. For purposes of this Section, references to payments by the Corporation include payments from any entity related to the Corporation, such as the Stock Employee Compensation Trusts. Also, references to payments by the Successor include payments from the Corporation’s Stock Employee Compensation Trusts if those trusts are permitted to make the payments.

(a) SALARY.

(i) Payment In Event of Executive’s Involuntary Termination.

(A) First Payment. If the Executive has an Involuntary Termination of Employment (I) during the period beginning 6 months before and ending on the day before the date of a Change in Control, or (II) during the period beginning on the 6-month anniversary of and ending 24 months after the date of a Change in Control, the Executive shall receive an initial lump sum payment at the time and in the amount provided under Section 9(a)(i)(B) of the Employment Agreement (“annual total compensation”).

 

73


(B) Second Payment. If the Executive becomes entitled to the First Payment under Section 3(a)(i)(A), the Executive shall receive a second lump sum payment equal to 2.99 times his full rate of salary in effect, including directors’ fees, if any, (whether or not deferred) on the date immediately prior to the Change in Control or, if greater, the amount in effect at any date after the Change in Control provided, however, that the amount of payment under this Section 3(a)(i)(B) shall be reduced by the amount payable under Section 3(a)(i)(A). The lump sum payment pursuant to this Section 3(a) (i) (B) shall be made on the day following the 6-month anniversary of the Executive’s Termination of Employment. The payments pursuant to Section 3(a)(i)(A) and this Section 3(a)(i)(B) are intended to constitute separate “payments” within the meaning of Regulation §1.409A-2(b)(2).

(ii) Voluntary Termination. If the Executive has a Voluntary Termination of Employment during the period beginning on the date of the Change in Control and ending on the day before the 6-month anniversary of said date, the Executive shall receive an lump sum payment equal to 2.99 times his full rate of salary in effect, including directors’ fees, if any, (whether or not deferred) on the date immediately prior to the Change in Control or, if greater, the amount in effect at any date after the Change in Control. The lump sum payment shall be made on the day following the 6-month anniversary of the Executive’s Termination of Employment.

(b) BONUS. The Executive will receive a cash bonus equal to 2.99 times the highest annual bonus payable (whether or not deferred) to him in the 3 calendar years preceding the year in which the Change in Control occurs.

(c) FRINGE BENEFITS. The Executive will receive a lump sum payment equal to 25% of the sum of (i) one times his full rate of salary, as defined in (a), and (ii) highest annual bonus, as defined in (b). This payment represents the value to which the parties agree the Executive otherwise would be entitled with respect to fringe benefits (including without limitation profit sharing, 401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits) for 36 months. Notwithstanding any payment under this Section 3(c), the Executive shall remain entitled to exercise his COBRA rights under any group health plan maintained by the Corporation or the Successor as applicable.

(d) INDEMNIFICATION. For a 60-month period following the date of the Executive’s termination of employment, the Corporation will continue any indemnification agreement with the Executive and will provide directors’ and officers’ liability insurance insuring the Executive that coverage will have limits and scope of coverage not less than that in effect immediately prior to the Change in Control.

(e) CASH-OUT OF STOCK OPTIONS AND OTHER EQUITY-RELATED COMPENSATION.

(i) IN CORPORATION. If the Executive continues to own, on the later of the date of his Termination of Employment or the date of the Change in Control (the “Determination Date”), unexercised options to purchase common stock of the Corporation, the options shall be cancelled, and the Executive shall receive a lump sum amount equal to:

(A) the Highest Sale Price of the common stock of the Corporation determined as of the Determination Date; MULTIPLIED BY

(B) the aggregate number of shares of common stock of the Corporation the Executive is entitled to purchase pursuant to the terms of all unexercised options to purchase any common stock of the Corporation owned by the Executive on the Determination Date; MINUS

 

74


(C) the Aggregate Exercise Price of the issued and outstanding unexercised options to purchase common stock of the Corporation owned by the Executive on the Determination Date.

(ii) IN SUCCESSOR. If Executive owns, on the later of the date of his Termination of Employment (the “Determination Date”), unexercised Conversion Options, the Conversion Options shall be cancelled, and the Executive shall receive a lump sum amount equal to:

(A) the Highest Sale Price, determined as of the Determination Date, of each unit of Successor Equity that could be acquired by the Executive on the exercise of all outstanding Conversion Options; MULTIPLIED BY

(B) the aggregate number of units of Successor Equity the Executive is entitled to purchase pursuant to the terms of all Conversion Options owned by the Executive and exercisable on the Determination Date; MINUS

(C) the Aggregate Exercise Price of the issued and outstanding unexercised Conversion Options.

(f) TIME OF PAYMENT. Payments under subsections (a) (ii), (b), (c) and (e) of this Section 3 shall be made on the day following the six month anniversary of the Executive’s Termination of Employment.

(g) ESTABLISHMENT OF RABBI TRUST. On or before the date of a Change in Control or, if later, on or before the date of the Executive’s Termination of Employment, the Corporation shall transfer cash and/or liquid assets having a value equal to the amounts that will become payable to the Executive under subsection (a) (other than the amount payable under subsection (a)(i)(A) if applicable), (b), (c) and (e) of this Section 3 to an irrevocable grantor trust established with a bank trustee that is reasonably acceptable to the Executive. The trust agreement shall be similar to the form of agreement provided in IRS Revenue Procedure 92-64 (concerning rabbi trusts) and shall provide that no amount held in the trust shall revert to the Corporation or its Successor or be used for any other purpose (other than the payment of the Corporation’s creditors in the event of its insolvency) until the amounts that will become payable to the Executive under subsections (a) (other than the amount payable under subsection (a)(i)(A) if applicable), (b), (c) and (e) of this Section 3 have been paid.

4. WITHHOLDING. The Corporation will deduct or withhold from all salary and bonus payments, and from all other payments made to the Executive pursuant to this Agreement, all amounts that may be required to be deducted or withheld under any applicable Social Security contribution, income tax withholding or other similar law now in effect or that may become effective during the term of this Agreement.

5. OTHER TERMINATION. Upon termination of the Executive’s employment for Cause or because of death or Disability, or not within the time related to a Change in Control as described in Section 3, no benefits will be payable under this Agreement.

6. ADDITIONAL PAYMENTS.

(a) Entitlement to Gross-up Payment. Notwithstanding anything in this Agreement, the 2000 Equity Award Plan, or any other agreement or plan to the contrary, in the event it is determined that any payments or distributions by the Corporation or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other person to or for the benefit of the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Corporation or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (the excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then

 

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(i) If liability for the Excise Tax can be avoided by reducing the total amount payable to the Executive under Sections 3(a) and (b) by an amount not exceeding 10% of the total thereof (the “Reduction Amount”), the amount payable to the Executive pursuant to Section 3(a) (i) (B) or 3(a) (ii), as applicable, shall be reduced by the Reduction Amount.

(ii) If liability for the Excise Tax cannot be avoided by reducing the total amount payable to the Executive by the Reduction Amount, then payment of amounts due the Executive under Section 3 shall not be reduced by the Reduction Amount and the Executive shall be entitled to receive an additional payment from the Corporation (a “Gross-Up Payment”) in an amount that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to such taxes and any Excise Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Calculation of Gross-up Payment. The amount of the Gross-Up Payment will be calculated by the Corporation’s independent accounting firm, engaged immediately prior to the event that triggered the payment, in consultation with the Corporation’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).

(c) Time and Form of Gross-up Payment. The Gross-Up Payment shall be made in a lump sum at the same time as the payment made pursuant to Section 3(a) (i) (B) or 3(a) (ii), as applicable. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Corporation will pay any additional amount to the Executive or the Executive will pay any excess amount to the Corporation, as the case may be. In all events, the Gross-up Payment will be made by the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes.

(d) Claim of Additional Gross-up Payment. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS.

(e) Cooperation of Executive In Contesting Excise Tax. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Corporation any information reasonably requested by the Corporation relating to the Excise Tax, the Executive will take those actions as the Corporation reasonable requests to contest the Excise Tax, cooperate in good faith with the Corporation to effectively contest the Excise Tax and permit the Corporation to participate in any proceedings contesting the Excise Tax. The Corporation will bear and pay directly all costs and expenses (including any interest or penalties on the Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest.

(f) Refund of Excess Gross-up Payment. Should it ultimately be determined that any amount of an Excise Tax is not properly owed, the Executive will refund to the Corporation the related amount of the Gross-Up Payment immediately following receipt of such payment from the US Treasury.

7. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically provided, nothing in this Agreement prevents or limits the Executive’s continued or future participation in any benefit, incentive, or other plan, practice, or program provided by the Corporation and for which the Executive may qualify. Any amount of vested benefit or any amount to which the Executive is otherwise entitled under any plan, practice, or program of the Corporation will be payable in accordance with the plan, practice, or program, except as

 

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specifically modified by this Agreement. However, if the Executive receives the payments under Section 3, the Executive will not be entitled to any severance payments (which excludes for this purpose all types of equity-based compensation not cashed out under Section 2(c) or 3(e)) otherwise payable under any other agreement, plan, or practice providing for severance compensation.

8. NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive will not be obligated to seek other employment or to take other action to mitigate any amount payable to him under this Agreement.

9. SUCCESSORS. This Agreement is personal to the Executive and may not be assigned by the Executive other than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by the Executive’s legal representatives or successors in interest. Notwithstanding any other provision of this Agreement, the Executive may designate a successor or successors in interest to receive any amounts due under this Agreement after the Executive’s death. A designation of a successor in interest must be made in writing, signed by the Executive, and delivered to the Corporation. Except as otherwise provided in this Agreement, if the Executive has not designated a successor in interest, payment of benefits under this Agreement will be made to the Executive’s estate. This Section will not supersede any designation of beneficiary or successor in interest made by the Executive or provided for under any other plan, practice, or program of the Corporation. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation will require any successor (whether direct or indirect, by acquisition of assets, merger, consolidation or otherwise) to all or substantially all of the operations or assets of the Corporation or any successor, and without regard to the form of transaction used to acquire the operations or assets of the Corporation, to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no succession had taken place. As used in this Agreement, “Corporation” means the Corporation and any successor to its operations or assets as set forth in this Section that is required by this clause to assume and agree to perform this Agreement or that otherwise assumes and agrees to perform this Agreement.

10. BENEFIT CLAIMS. In the event the Executive, or his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or his beneficiaries are successful in establishing, privately or otherwise, that his or their position is substantially correct, or that the Corporation’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, that the Executive or his beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or his beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or his beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

11. FAILURE, DELAY OR WAIVER. No course of action or failure to act by the Corporation or the Executive will constitute a waiver by the party of any right or remedy under this Agreement, and no waiver by either party of any right or remedy under this Agreement will be effective unless made in writing.

12. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be enforceable under applicable law. However, if any provision of this Agreement is deemed unenforceable under applicable law by a court having jurisdiction, the provision will be unenforceable only to the extent necessary to make it enforceable without invalidating the remainder thereof or any of the remaining provisions of this Agreement.

13. NOTICE. All written communications to parties required hereunder must be in writing and (a) delivered in person, (b) mailed by registered or certified mail, return receipt requested, (such mailed notice to be effective 4 days after the date it is mailed) or (c) sent by facsimile transmission, with

 

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confirmation sent by way of one of the above methods, to the party at the address given below for the party (or to any other address as the party designates in a writing complying with this Section, delivered to the other party):

If to the Corporation:

Computer Task Group, Incorporated

800 Delaware Avenue

Buffalo, New York 14209

Attention: General Counsel

Telephone: 716-882-8000

Telecopier: 716-887-7370

If to the Executive:

James R. Boldt

142 Audubon Drive

Amherst, New York 14226

Telephone: 716-839-0907

14. MISCELLANEOUS. This Agreement (a) may not be amended, modified or terminated orally or by any course of conduct pursued by the Corporation or the Executive, but may be amended, modified or terminated only by a written agreement duly executed by the Corporation and the Executive, (b) is binding upon and inures to the benefit of the Corporation and the Executive and each of their respective heirs, representatives, successors and assignees, except that the Executive may not assign any of his rights or obligations pursuant to this Agreement, (c) except as otherwise specifically provided in this Agreement, constitutes the entire agreement between the Corporation and the Executive with respect to the subject matter of this Agreement, and supersedes all oral and written proposals, representations, understandings and agreements previously made or existing with respect to such subject matter, including that certain employment agreement dated October 17, 2000 and any similar agreements, and (d) will be governed by, and interpreted and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law.

15 TERM.

(a) Except as provided in (b), this Agreement will not be terminated earlier than 36 months after its Effective Date. The Agreement will be extended automatically for additional 12-month periods unless one party notifies the other prior to the beginning of the successive 36 month period that it is terminating the Agreement. The intention of the preceding sentence is that if a party does not give notice, at least 36 months remain in the Agreement.

(b) This Agreement will terminate when the Corporation has made the last payment provided for under it, including without limitation, any payments payable at any time under Sections 9 and 10. However, the obligations under Section 3(d) will survive any termination and will remain in full force and effect for the period specified.

16. RULE GOVERNING PAYMENT DATES. In any case where this Agreement requires the payment of an amount during a period of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs.

 

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IN WITNESS WHEREOF, the parties have duly executed this restatement of the Agreement on the              day of December, 2008, to be effective January 1, 2009.

 

Computer Task Group, Incorporated

By

 

 

Title

 

 

Executive

 

James R. Boldt

 

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