Exhibit 10.42
VOTING AGREEMENT
THIS VOTING AGREEMENT (this
“Agreement”) is made as of April 1, 2004 by and among
ICT Group, Inc., a Pennsylvania corporation, its successors and
assigns (the “Company”), John J. Brennan (“Mr.
Brennan”) and Eileen Brennan Oakley, as trustee (the
“Trustee”) of all of the trusts (collectively, the
“Trusts”) under The Brennan Family 1997 Trust Agreement
dated February 14, 1997 and The Brennan Family 1996 Trust Agreement
dated February 16, 1996 (collectively, the “Trust
Agreements”).
Recitals
WHEREAS, the Trustee, pursuant to
the provisions of the Trust Agreements, has the exclusive power to
vote all of the shares of the common stock of the Company held in
the Trusts (as of any date, all of such shares held in all of the
Trusts, including shares acquired by any of the Trusts after the
date hereof, as to which the Trustee has exclusive voting power
pursuant to the terms of the Trust Agreements are referred to
herein as the “Shares”);
WHEREAS, as of February 23, 2004,
the Trustee has reported that she has voting and dispositive power
and is the beneficial owner (as such term is defined in Rule 13d-3
of the Securities Exchange Act of 1934, as amended) of 1,655,132
shares of the Company’s common stock;
WHEREAS, the Trustee has determined
that it is in the best interests of the Trusts’ beneficiaries
that all of the Shares be voted by unanimous consent with Mr.
Brennan on all matters submitted to the Company’s
stockholders that involve the election of members of the Board of
Directors of the Company (the “Subject
Matters”).
NOW, THEREFORE, in consideration of
the promises and of the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
have agreed and do hereby agree with each other as
follows:
1. Agreement to Vote . All of the Shares
shall be voted in accordance with the unanimous decision of the
Trustee and Mr. Brennan on all matters submitted to the
Company’s stockholders that involve the Subject Matters. Such
Shares shall be voted with respect to the Subject Matters pursuant
to a proxy held by Mr. Brennan as described in paragraph 2 below.
In his capacity as such proxyholder, Mr. Brennan is referred to
herein as the “Proxyholder”. The Proxyholder shall vote
the Shares with respect to the Subject Matters only as directed in
a written instrument signed by both the Trustee and Mr. Brennan
evidencing their unanimous agreement with respect to such
direction.
2. Proxy . In furtherance of the purposes
of this Agreement, the Trustee shall deliver to the Proxyholder a
proxy in the form of Exhibit A to this Agreement (the
“ Proxy”) upon the execution of this Agreement. The
Proxy shall apply only to matters submitted to the Company’s
stockholders that involve the Subject Matters and shall not apply
to any other matter as to which the Shares are required to be, or
may be, voted upon.
1
3. Other Proxies Revoked . The Trustee
hereby warrants that any proxies heretofore given in respect of the
voting of the Shares on the Subject Matters are not irrevocable,
and that all such proxies are hereby revoked.
4. Covenants of the Company . The Company
agrees to take all actions reasonably required to effectuate the
rights granted to the Proxyholder hereunder by the Trustee. The
Company will not, by any voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all of the provisions of this
Agreement and in the taking of all such actions as may be necessary
or appropriate.
5. Termination and Revocation . This
Agreement and the Proxy shall terminate on the first to occur
of:
(a) the death or incapacity of Mr.
Brennan;
(b) the revocation of this Agreement
by Mr. Brennan, which revocation may be made at any time and shall
be effected by delivery to the Trustee of a written instrument of
revocation signed by Mr. Brennan;
(c) the revocation of this Agreement
by the Trustee or any successor to the Trustee who or which,
pursuant to the terms of the Trust Agreements (without regard to
this Agreement), has the exclusive power to vote all of the Shares,
which revocation may be made at any time and shall be effected by
delivery to Mr. Brennan of a written instrument of revocation
signed by the Trustee or such successor; and
(d) such time as no single trustee
has the exclusive power pursuant to the terms of the Trust
Agreements (without regard to this Agreement) to vote all of the
Shares.
6. Relief . The Company, Mr. Brennan and
the Trustee acknowledge and agree that irreparable damage would
occur if any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached.
Accordingly, the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically its provisions in any court of the United States or
any state having jurisdiction, this being in addition to any other
remedy to which they may be entitled at law or in
equity.
7. General Provisions .
(a) Governing Law . This
Agreement shall be governed by and interpreted under the laws of
the Commonwealth of Pennsylvania without giving effect to any
conflict of
