UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~January 2125, ~~2009~~2010

ICT GROUP, INC.

(Exact Name of Registrant Specified in Charter)

Pennsylvania	0-20807	23-2458937
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
100 Brandywine Boulevard, Newtown, Pennsylvania		18940
(Address of Principal Executive Offices)		(Zip Code)

100 Brandywine Boulevard, Newtown, Pennsylvania		18940
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (267) 685-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.0102 ~~Other~~Departure ~~Matters~~of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Employment~~On ~~Agreement~~January 25, ~~Amendments~~2010, ~~for~~the ~~Executive~~Compensation ~~Officers~~Committee of the Board of Directors (the “Compensation Committee”) approved compensatory awards to certain ICT Group, Inc. (“ICT” or the “Company”) employees, including the named executive officers, pursuant to the following incentive programs:

As• ~~disclosed~~Quarterly inIncentive aPlan ~~Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission~~ (“~~SEC~~QIP”) on October 9, 2009, ICT Group, Inc. (“ICT” or the “Company”) reported that the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) authorized the amendment of the employment agreements for John J. Brennan, the Company’s Chief Executive Officer (“CEO”), and each of the Company’s other executive officers.

On• ~~December 21,~~Long ~~2009,~~Term ~~the~~Incentive ~~amendment~~Plan (~~the~~ “~~Brennan Amendment~~LTIP”) ~~to Mr. Brennan’s March 20, 2009 employment agreement (the “Brennan Employment Agreement”) was executed by Mr. Brennan and the Company.~~

~~The~~• ~~Brennan~~Transaction ~~Amendment~~Bonus ~~includes the following terms, which implement the actions of the Compensation Committee as described in the October 9, 2009 Form 8-K:~~ Pool

•Quarterly ~~Effective~~Incentive ~~December~~Plan: ~~1, 2009, the CEO’s gross annual base salary was reinstated to $695,000.~~

•On ~~Clarify~~February 19, ~~that~~2009, the ~~proposed~~Compensation ~~merger~~Committee approved (quarterly financial objectives under the ~~“Merger”)~~QIP ~~between~~for 2009, which was described in a Form 8-K filed by the Company with the U.S. Securities and ~~Sykes~~Exchange ~~Enterprises~~Commission (the “SEC”) on February 25, ~~Incorporated~~2009 (“~~Sykes~~February 2009 8-K”). ~~constitutes~~Based ~~both~~on athe ~~“Designated~~Company ~~Change~~exceeding its maximum target pretax income for the fourth quarter of ~~Control”~~2009, the achievement of management objectives previously approved by the Compensation Committee, and achievement by the Company’s Chief Executive Officer, John J. Brennan (the “~~Change~~CEO”) of ~~Control”~~his ~~(as~~financial ~~such~~targets ~~terms~~for ~~are~~2009, ~~defined~~the Compensation Committee approved aggregate payments to the participants in the ~~Brennan~~QIP ~~Employment~~of ~~Agreement).~~$3,851,149 to be paid in a lump sum cash payment to each participant on January 29, 2010, including the following payments to the named executive officers of the Company:

• ~~Amend~~$293,212 ~~the definition of “Good Reason”~~ to ~~reflect~~John ~~that~~J. aBrennan, ~~general~~Chief ~~salary~~Executive or benefit reduction will not constitute “Good Reason” so long as the general salary or benefit reduction is applicable to all senior executives of the Company (and its successors) and of an acquiring corporation (and any affiliate) of the Company (and its successors).Officer

In• ~~addition~~$115,296 the Brennan Amendment clarifies that if (i) the CEO’s employment is terminated for any reason other than Willful Misconduct (as defined in the Brennan Employment Agreement) or by the CEO for Good Reason, the CEO is entitled to ~~receive,~~John ~~subject~~D. ~~to certain conditions~~Campbell, ~~severance~~Executive ~~equal~~Vice toPresident ~~his~~Global salary, bonuses and other benefits provided in the Brennan Employment Agreement (but excluding the equity compensation grants set forth in the Brennan Employment Agreement) for a period of 36 months from the date of termination, and (ii) if the CEO’s employment is terminated for any reason (other than Willful Misconduct) within 24 months following a Change of Control, CEO terminates his employment for Good Reason within 24 months following a Change of Control, or CEO voluntarily terminates his employment for any reason during the 30-day period immediately following the date that is six months after a Change in Control of the Company that is specifically approved by the Company’s Board of Directors, the CEO is entitled to receive the salary, bonuses and benefits described in clause (i) above in a single lump-sum payment, in each case, in the manner disclosed in the Company’s Proxy Statement for its 2009 Annual Meeting of Shareholders, filed with the SEC on April 29, 2009. Sales

~~The~~• ~~Company entered into the amendments of the employment agreements dated as of November 5~~$113,404 ~~2009~~to ~~for~~Guy ~~the Company’s executive officers, including the named executive officers but excluding John J~~T. ~~Brennan~~Gray, ~~which~~President ~~amendments~~& ~~include~~COO ~~the~~– ~~following terms, implementing the actions of the Compensation Committee as described in the October 9, 2009 Form 8-K:~~ International

• ~~Adjust~~$105,518 ~~base~~to ~~salaries~~John ~~effective~~L. asMagee, ofPresident ~~December~~& 1,COO ~~2009.~~– North America

• ~~Provide~~$98,802 ~~an incremental change-in-control severance benefit equal~~ to ~~three~~Vincent ~~months~~Paccapaniccia, ofExecutive ~~the~~Vice ~~executive~~President ~~officer’s~~& ~~adjusted~~Chief ~~base~~Financial ~~salary.~~Officer

~~The~~Long ~~foregoing~~Term ~~summary~~Incentive ofPlan: the Brennan Amendment and the amendments to the employment agreements for each of the Company’s other executive officers is qualified in its entirety by the text of the amendments, which are filed herewith as Exhibits 10.1 through 10.11. All readers are encouraged to read the entire text of the amendments.

LTIP Awards:

Also on February 19, 2009, the Compensation Committee approved the elements (service-based and performance-based awards) and target award amounts for 2009 under the LTIP, which were described in the February 2009 8-K. Under the terms of the LTIP, the total target award for each participant was evenly divided between a service-based component and a performance-based component. The service-based component for each participant was set in February 2009, subject to vesting over the three year performance period (2009-2011). The performance-based component for each participant was allocated equally over the three-year performance period and participants were entitled to receive between 50%, 100% or 150% of the annual target amount for achievement of the threshold, target and stretch levels of pretax income, respectively, which were approved by the Compensation Committee in February 2009.

Under the LTIP, upon a change of control of the Company, the service-based and performance-based components of the total target award are accelerated and each participant is entitled to receive (i) the full service-based component of the target award and (ii) the full performance-based component of the target award based on the financial performance achieved in the most recent full year within the three-year performance period. As a result, when approving the payments under the LTIP, the Compensation

~~Memorandum~~ Committee determined that due to the anticipated closing of ~~Understanding~~the merger with Sykes Enterprises, Incorporated (“Sykes”), which is expected to occur on or about February 2, 2010 (the “Merger”), each participant’s award under the LTIP would be calculated as if the participant had remained employed by the Company through the last day of the three year performance period and had achieved the applicable performance criteria for 2010 and 2011 at the same level as 2009, which was the most recent full year within the three-year performance period. Based on the Company exceeding the 2009 stretch target, the Compensation Committee approved aggregate payments to the participants in the LTIP of $5,816,129 to be paid in a lump sum cash payment to each participant on January 29, 2010, including the following payments to the named executive officers of the Company:

On• ~~October 9~~$868,750 ~~2009, October 13,~~to ~~2009~~John and October 29, 2009, three separate lawsuits were filed by certain shareholders of the Company challenging the Merger, which asserted certain claims as class action lawsuits on behalf of all of the holders of the Company’s common stock and asserted other claims as derivative suits on behalf of the CompanyJ. ~~These~~ ~~lawsuits collectively named each of the Company’s directors~~Brennan, ~~the~~Chief ~~Company,~~Executive ~~Sykes, SH Merger Subsidiary I, Inc. and SH Merger Subsidiary II, LLC as defendants.~~Officer

On• ~~November 17~~$273,750 ~~2009,~~to ~~these~~John ~~three lawsuits were procedurally and substantively consolidated by court order and styled In re: ICT Group, Inc~~D. ~~Shareholder Litigation and assigned Case No. 2009-10761 on the docket of the Court of Common Pleas of Bucks County~~Campbell, ~~Pennsylvania~~Executive ~~(hereinafter~~Vice ~~the~~President ~~“Consolidated~~Global Action”). On November 24, 2009, a First Amended and Consolidated Class Action and Derivative Complaint (the “Consolidated Complaint”) was filed alleging class action and derivative claims against the individual defendants and ICT for breach of fiduciary duty, gross mismanagement, and corporate waste and against the Company, Sykes, SH Merger Subsidiary I, Inc., and SH Merger Subsidiary II, Inc., for aiding and abetting the individual defendants’ breach of fiduciary duty in connection with the proposed merger transaction between Sykes Enterprises, Inc. and ICT Group, Inc. The Consolidated Complaint supersedes the three earlier separate complaints. Sales

On• ~~December 14~~$335,625 2009, the Company, Sykes and the other named defendants entered into a memorandum of understanding (the “MOU”) with the attorneys representing the plaintiffs in the Consolidated Action. The MOU sets forth the terms on which the plaintiffs and defendants have agreed to ~~settle~~Guy ~~the Consolidated Action, subject to court approval~~T. If ~~the court approves the settlement agreement~~Gray, ~~the~~President ~~Consolidated~~& ~~Complaint~~COO ~~will~~– be dismissed with prejudice. ICT, Sykes and other defendants deny all of the allegations in the Consolidated Complaint. They nevertheless agreed to the settlement in order to avoid costly litigation and reduce the risk of any delay to the closing of the Merger. International

~~Pursuant~~• ~~to the terms of the MOU~~$347,813 ~~ICT agreed~~ to ~~make~~John ~~additional disclosures in the definitive proxy statement to be mailed to the Company’s shareholders related to Merger~~L. ~~These additional disclosures were included in Amendment No. 1 to the Registration Statement on Form S-4 filed by Sykes on December 18~~Magee, ~~2009,~~President ~~which included a preliminary proxy statement of ICT. The additional disclosures generally relate to ICT financial projections, the opinion on the fairness of the terms of the Merger by Greenhill~~ & ~~Co.,~~COO ~~LLC,~~– ~~ICT’s~~North financial advisor, and other disclosures relating to the background of the Merger. In return for the additional disclosures, the plaintiffs have agreed to dismiss the Consolidated Complaint and all members of a putative opt-out settlement class will release any claims they have or may have against the defendants in connection with the matters alleged in the Consolidated Action. In addition, the defendants have agreed not to oppose a petition by plaintiffs’ counsel for an award of fees and expenses so long as it does not exceed $250,000 and to bear any cost and administrative responsibility of notice to the class members in connection with the settlement and any settlement hearing regarding the proposed settlement. America

•

$276,563 to Vincent Paccapaniccia, Executive Vice President & Chief Financial Officer

The Compensation Committee further provided that the portion of the payments under the LTIP that represented an accelerated payment (the “Accelerated LTIP Payment”) due to the anticipated change in control resulting from the Merger be made with a stipulation that in the event that the Merger does not close, each recipient was obligated to pay back the Accelerated LTIP Payment within 30 days of the merger agreement with Sykes being terminated.

CEO 2009 RSU Award:

Under the CEO’s Employment Agreement, dated March 20, 2009, as amended, the CEO is entitled to receive 75,000 restricted stock units of the Company (“RSUs”) provided that the Company’s pretax income for 2009 exceeds 90% of the pretax earnings contained in the annual business plan for 2009. Based on the Company exceeding the pretax earnings contained in the annual business plan for 2009, the Compensation Committee granted the 75,000 RSUs to the CEO.

Transaction Bonus Pool:

In a Form 8-K filed by the Company with the SEC on October 9, 2009, the Company announced that the Compensation Committee had approved the creation of a transaction bonus pool in the amount of $1,000,000 for certain officers and employees who perform critical functions in connection with the Merger to be allocated by the CEO after consultation with the Compensation Committee. Based on the recommendation of the CEO, the Compensation Committee approved the allocation and payment of the $1,000,000 transaction bonus pool to be paid in a lump sum cash payment to each recipient thereof on January 29, 2010, including the following payments to the following named executive officers of the Company:

•

$60,000 to John D. Campbell, Executive Vice President Global Sales

•

$60,000 to Guy T. Gray, President & COO – International

•

$100,000 to John L. Magee, President & COO – North America

•

$325,000 to Vincent Paccapaniccia, Executive Vice President & Chief Financial Officer

The Compensation Committee further provided that all payments under the transaction pool must be made with a stipulation that in the event that the Merger does not close, each recipient would be obligated to pay back the entire payment within 30 days of the merger agreement with Sykes being terminated.

Item 98.01 ~~Financial~~Other ~~Statements and Exhibits~~Events.

~~(d)~~The ~~Exhibits~~disclosure set forth in Item 5.02 above is hereby incorporated by reference.

10.1		Amendment 2009-1 to the Employment Agreement by and between John J. Brennan and the Company, dated December 21, 2009
10.2		Amendment to Employment Agreement by and between John D. Campbell and the Company, dated November 5, 2009.
10.3		Amendment to Employment Agreement by and between Pamela J. Goyke and the Company, dated November 5, 2009.
10.4		Amendment to Employment Agreement by and between Guy Thomas Gray and the Company, dated November 5, 2009.
10.5		Amendment to Employment Agreement by and between Janice A. Jones and the Company, dated November 5, 2009.
10.6		Amendment to Employment Agreement by and between Timothy Kowalski and the Company, dated November 5, 2009.
10.7		Amendment to Employment Agreement by and between Gail Lebel and the Company, dated November 5, 2009.
10.8		Amendment to Employment Agreement by and between Rachel Mary Macha and the Company, dated November 5, 2009.
10.9		Amendment to Employment Agreement by and between John L. Magee and the Company, dated November 5, 2009.
10.10		Amendment to Employment Agreement by and between Jeffrey C. Moore and the Company, dated November 5, 2009.
10.11		Amendment to Employment Agreement by and between Vincent A. Paccapaniccia and the Company, dated November 5, 2009.

Important Cautionary Information Regarding Forward Looking Statements

~~ADDITIONAL~~This ~~INFORMATION~~document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, are forward-looking statements. These forward looking statements address, among other things, activities, events or developments that we expect, believe or anticipate will or may occur in the future, including our statements relating to the timing of the closing of the proposed merger with Sykes. These forward-looking statements are subject to a number of risks that could cause actual results to differ materially from those contained in the forward-looking statements, including, but not limited to, the risk that our shareholders may not approve the merger, as well as the risk factors found in the Sykes’ 2008 Annual Report on Form 10-K, ICT Group’s 2008 Annual Report on Form 10-K and each company’s other filings with the SEC available at the SEC’s Internet site (http://www.sec.gov).

InCurrently ~~connection~~unknown ~~with~~or ~~the~~unanticipated ~~proposed merger~~risks, ~~Sykes~~or ~~has~~risks ~~filed with the SEC a Registration Statement on Form S-4 containing a preliminary proxy statement of ICT~~ that ~~also~~emerge ~~constitutes~~in ~~a prospectus of Sykes. ICT will mail~~ the ~~definitive~~future, ~~proxy~~could ~~statement/prospectus~~cause toactual ~~its~~results ~~shareholders. Sykes and ICT urge investors and security holders~~ to ~~read~~differ ~~the~~materially ~~definitive~~from ~~proxy~~those ~~statement/prospectus~~described ~~regarding~~in ~~the~~forward-looking ~~proposed~~statements, ~~merger~~and ~~when~~ it ~~becomes~~is ~~available~~not ~~because~~possible itfor ~~will~~us ~~contain~~to ~~important~~predict ~~information. You may obtain copies of~~ all ~~documents~~such ~~filed~~risks, ~~with~~or the ~~Securities~~extent ~~and~~to ~~Exchange~~which ~~Commission regarding~~ this ~~transaction,~~may ~~free~~cause ofactual ~~charge,~~results atto ~~the~~differ ~~SEC’s website~~from ~~(www.sec.gov).~~those ~~You~~contained ~~may~~in ~~also~~any ~~obtain~~forward-looking ~~these~~statement. ~~documents~~Except ~~free~~as ~~from~~required ~~Sykes~~by ~~at http://investor.Sykes.com/phoenix.zhtml?c=119541&p=irol-sec~~law, orwe byassume ~~contacting~~no obligation ~~Sykes’~~to ~~Investor~~update ~~Relations~~publicly ~~Department~~any atsuch 1forward-~~813-233-7143~~looking statements, orwhether byas ~~contacting~~a ~~MBS Value~~result ~~Partners~~of atnew ~~1-212-750-5800. You may also obtain these documents~~information, ~~free~~future ~~of charge~~events, ~~from~~or ~~ICT at www~~otherwise.~~ictgroup.com.~~

~~Sykes,~~Additional ~~ICT and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ICT shareholders in favor of the merger.~~ Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the ICT shareholders in connection with the proposed merger are set forth in the preliminary proxy statement/prospectus that has been filed with the SEC. You can find information about Sykes’ executive officers and directors in the proxy statement for Sykes’ 2009 annual meeting of shareholders, filed with the SEC on April 22, 2009. You can find information about ICT’s executive officers and directors in the proxy statement for ICT’s 2009 annual meeting of shareholders, filed with the SEC on April 29, 2009. Free copies of these documents may be obtained from Sykes and ICT as described above.

~~Any~~In ~~information~~connection ~~concerning~~with the proposed merger, Sykes ~~contained~~has infiled ~~this~~with the ~~document~~SEC ~~has~~a ~~been~~Registration ~~taken~~Statement ~~from,~~on orForm isS-4 ~~based~~containing ~~upon,~~a ~~publicly~~definitive ~~available~~proxy ~~information~~statement of ICT that also constitutes a prospectus of Sykes. ~~Although~~ICT has mailed the definitive proxy statement/prospectus to its shareholders. Sykes and ICT urge investors and security holders to read the ~~Company~~definitive ~~does~~proxy ~~not~~statement/prospectus ~~have~~regarding ~~any~~the ~~information~~proposed ~~that~~merger ~~would~~because ~~indicate~~it ~~that~~contains ~~such~~important information. isYou ~~inaccurate~~may orobtain ~~incomplete,~~copies of all documents filed with the ~~Company~~Securities ~~does~~and ~~not~~Exchange ~~take~~Commission ~~any~~regarding ~~responsibility~~this transaction, ~~for~~free of charge, at the ~~accuracy~~SEC’s website (www.sec.gov). You may also obtain these documents free from Sykes at http://investor.SYKES.com/phoenix.zhtml?c=119541&p=irol-sec, or ~~completeness~~by contacting Sykes’ Investor Relations Department at 1-813-233-7143, or by contacting MBS Value Partners at 1-212-750-5800. You may also obtain these documents, free of ~~such~~charge, ~~information~~from ICT at www.ictgroup.com.

Sykes, ICT and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ICT shareholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the ICT shareholders in connection with the proposed merger are set forth in the definitive proxy statement/prospectus that has been filed with the SEC. You can find information about SYKES’ executive officers and directors in the proxy statement for Sykes’ 2009 annual meeting of shareholders, filed with the SEC on April 22, 2009. You can find information about ICT’s executive officers and directors in the proxy statement for ICT’s 2009 annual meeting of shareholders, filed with the SEC on April 29, 2009. Free copies of these documents may be obtained from Sykes and ICT as described above.

Any information concerning Sykes contained in this document has been taken from, or is based upon, publicly available information. Although ICT does not have any information that would indicate that such information is inaccurate or incomplete, ICT does not take any responsibility for the accuracy or completeness of such information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ICT GROUP, INC. By: /S/ ~~JEFFREY~~VINCENT CA. ~~MOORE~~PACCAPANICCIA Name: ~~Jeffrey~~Vincent CA. ~~Moore~~Paccapaniccia Title: ~~Senior~~Executive Vice President, Finance and ~~Secretary~~Chief Financial Officer

Dated: ~~December~~January 2129, ~~2009~~2010

EXHIBIT INDEX

ExhibitNumber		Exhibit
10.1		Amendment 2009-1 to the Employment Agreement by and between John J. Brennan and the Company, dated December 21, 2009
10.2		Amendment to Employment Agreement by and between John D. Campbell and the Company, dated November 5, 2009.
10.3		Amendment to Employment Agreement by and between Pamela J. Goyke and the Company, dated November 5, 2009.
10.4		Amendment to Employment Agreement by and between Guy Thomas Gray and the Company, dated November 5, 2009.
10.5		Amendment to Employment Agreement by and between Janice A. Jones and the Company, dated November 5, 2009.
10.6		Amendment to Employment Agreement by and between Timothy Kowalski and the Company, dated November 5, 2009.
10.7		Amendment to Employment Agreement by and between Gail Lebel and the Company, dated November 5, 2009.
10.8		Amendment to Employment Agreement by and between Rachel Mary Macha and the Company, dated November 5, 2009.
10.9		Amendment to Employment Agreement by and between John L. Magee and the Company, dated November 5, 2009.
10.10		Amendment to Employment Agreement by and between Jeffrey C. Moore and the Company, dated November 5, 2009.
10.11		Amendment to Employment Agreement by and between Vincent A. Paccapaniccia and the Company, dated November 5, 2009.

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