BRENNAN JOHN J 4

4 · ICT GROUP INC · Filed Nov 12, 2009

Form 4

Period: 2009-11-11

DirectorPresident and CEO10% Owner

Transactions

Exercise/Conversion
Common Stock
2009-11-11$8.75/sh+16,000$140,000→ 499,030 total
Exercise/Conversion
Common Stock
2009-11-11$10.71/sh+44,000$471,240→ 527,030 total
Sale
Common Stock
2009-11-11$16.23/sh−16,000$259,672→ 483,030 total
Exercise/Conversion
Stock Option
2009-11-11−44,000→ 0 total
Exercise: $10.71From: 2000-02-15Exp: 2010-02-15→ Common Stock (44,000 underlying)
Exercise/Conversion
Stock Option
2009-11-11−16,000→ 12,200 total
Exercise: $8.75From: 2001-02-06Exp: 2011-02-06→ Common Stock (28,200 underlying)
Sale
Common Stock
2009-11-11$16.23/sh−44,000$714,098→ 483,030 total

Holdings

Common Stock
45,200
Common Stock
(indirect: By Trust)
2,250,000
Common Stock
(indirect: By Trust)
400,000
Stock Option
Exercise: $16.90From: 2002-02-05Exp: 2012-02-05→ Common Stock (27,300 underlying)
27,300
Restricted Stock Units
Exercise: $0.00→ Common Stock (100,000 underlying)
25,000
Common Stock
(indirect: By Trust)
400,000
Restricted Stock Units
Exercise: $0.00→ Common Stock (83,108 underlying)
27,700
Restricted Stock Units
Exercise: $0.00→ Common Stock (150,000 underlying)
150,000

Footnotes (4)

[F1]Held jointly with spouse.
[F2]Restricted Stock Unit Award granted March 13, 2006, paid 50% in cash equal to the fair market value of 12,500 shares of common stock on March 13, 2008 and 50% in shares of stock.
[F3]Restricted Stock Unit Award granted March 13, 2006, pursuant to an employment agreement dated March 13, 2006. This award was based on the Company's 2007 financial performance.
[F4]Restricted Stock Unit Award granted pursuant to an employment agreement dated March 20, 2009, under the 2006 Equity Compensation Plan vesting in four equal installments beginning March 20, 2010. For each installment, 50% will be cash-settled, based on the number of stock units vesting on the relevant date, valued at the fair market value of the Company's common stock on the vesting date. The remaining 50% will be settled with shares of the Company's common stock.

Documents

1 file