Computer Task Group Inc Stock Employee Compensation Trust – Page ARTICLE 1 Trust, Trustee and Trust Fund 2 1.1 Trust 2 1.2 Trustee 2 1.3 Trust Fund 2 1.4 Trust Fund Subject to Claims 2 1.5 Definitions 2 ARTICLE 2 Contributions and Dividends 5 2.1 Contributions 5 2.2 Dividends 6 ARTICLE 3 Release and Allocation of Company Stock 6 3.1 Available Shares 6 3.2 Allocations 7 3.3 Excess Shares 7 ARTICLE 4 Compensation, Expenses and Withholding 8 4.1 Compensation and Expenses 8 4.2 Withholding of Taxes 8 ARTICLE 5 Administration of Trust Fund 8 5.1 Management and Control of Trust Fund 8 5.2 Investment of Funds 8 5.3 Trustee’s Administrative Powers 9 5.4 Voting (May 5th, 2014)
THIS TRUST AGREEMENT (the “Agreement”) made effective as of January 1, 2014, is made in duplicate this day of , 2013, by Computer Task Group, Incorporated, a New York corporation (the “Company”, also herein called “the trustor”) and South Dakota Trust Company LLC (herein called “the trustee”) for the uses and purposes herein stated.
Computer Task Group Inc Stock Employee Compensation Trust – AGREEMENT OF REPRESENTATION AND INDEMNITY (May 5th, 2014)
The Trustee is the trustee of the Company’s Stock Employee Compensation Trust under an Agreement dated May 3,1994 The Advisor/Protector is a Special-Purpose Entity serving as Investment Advisor, Distribution Protector, and Trust Protector of the Trust. Luke T. Jacobs, Lee C. Wortham, and Thomas R. Beecher, Jr., are Members of the Advisor/Protector (collectively referred to as the “Members”) and Thomas R. Beecher, Jr., is also the Manager of the Advisor/Protector. The Company expressly recognizes that the Trustee, Advisor/Protector, Members, and/or Manager could become exposed (with possible personal liability to the individuals) as a result of performing duties under the Trust or by reason of the various offices discussed above to potential legal risks and liabilities,