RECITALSStock Purchase Agreement • March 8th, 1999 • Computer Task Group Inc • Services-computer programming services • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT by and among COMPUTER TASK GROUP, INCORPORATED ("CTG"), AND CERTAIN SUBSIDIARIES OF CTG NAMED HEREIN, AS BORROWERS, THE LENDING INSTITUTIONS PARTY HERETO, AS LENDERS, andCredit Agreement • August 12th, 2002 • Computer Task Group Inc • Services-computer programming services • New York
1 EXHIBIT 10 (o) -------------- COMPUTER TASK GROUP, INCORPORATED Credit Agreement among Computer Task Group, Incorporated and The Chase Manhattan Bank, as Administrative Agent. CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Computer Task Group Inc • Services-computer programming services • New York
RECITALS:Change in Control Agreement • April 2nd, 2001 • Computer Task Group Inc • Services-computer programming services • New York
1 EXHIBIT 10 (a) ---------- COMPUTER TASK GROUP, INCORPORATED NON-COMPETITION AGREEMENT ------------------------- THIS AGREEMENT is made as of March 1, 1984, by and between Computer Task Group, Incorporated, a New York corporation with its principal...Non-Competition Agreement • April 2nd, 2001 • Computer Task Group Inc • Services-computer programming services • New York
RECITALS: ---------Employment Agreement • March 22nd, 2002 • Computer Task Group Inc • Services-computer programming services • New York
CREDIT AGREEMENT by and among COMPUTER TASK GROUP, INCORPORATED ("CTG"), AND CERTAIN SUBSIDIARIES OF CTG NAMED HEREIN, AS BORROWERS, COMPUTER TASK GROUP (U.K.) LTD. AS GUARANTOR, THE LENDING INSTITUTIONS PARTY HERETO, AS LENDERS, andCredit Agreement • August 13th, 2001 • Computer Task Group Inc • Services-computer programming services • New York
FIRST AMENDMENT TOCredit Agreement • April 2nd, 2001 • Computer Task Group Inc • Services-computer programming services
AGREEMENT AND PLAN OF MERGER among: Computer Task Group, Incorporated, a New York corporation; Cegeka Groep NV, a Belgian limited liability company; and Chicago Merger Sub, Inc., a New York corporation Dated as of August 9, 2023Agreement and Plan of Merger • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 9, 2023 by and among: Cegeka Groep NV, a Belgian limited liability company (“Parent”); Chicago Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”); and Computer Task Group, Incorporated, a New York corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
BETWEENShare Sale and Purchase Agreement • April 6th, 2004 • Computer Task Group Inc • Services-computer programming services
EXHIBIT 10(s) COMPUTER TASK GROUP, INCORPORATED --------------------------------- Employment Agreement. EMPLOYMENT AGREEMENT -------------------- This Agreement made this th day of October, 1995 effective as of January 1, 1996 is by and between...Employment Agreement • March 28th, 1997 • Computer Task Group Inc • Services-computer programming services
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2020 • Computer Task Group Inc • Services-computer programming services • New York
This Indemnification Agreement (this “Agreement”) is made as of ________________, by and between Computer Task Group, Incorporated, a New York corporation (the “Corporation”), and _____________________, a director of the Corporation (“Director”).
INDEMNIFICATION AGREEMENT (Executive Officers)Indemnification Agreement • November 12th, 2020 • Computer Task Group Inc • Services-computer programming services • New York
This Indemnification Agreement (this “Agreement”) is made as of ________________ by and between Computer Task Group, Incorporated, a New York corporation (the “Corporation”), and _____________________, an officer of the Corporation (“Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 25th, 2015 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT, effective as of November 11, 2014 (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 Brendan M. Harrington, an individual residing at 46 Rankin Road, Snyder, New York 14226 (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2015 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT, effective as of November 11, 2014 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 Brendan M. Harrington, an individual residing at 46 Rankin Road, Snyder, New York 14226 (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2020 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT, effective as of April 1, 2020 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 John M. Laubacker, an individual residing at 381 Evans Street, North Tonawanda, NY 14120 (the "Executive").
COMPUTER TASK GROUP, INCORPORATED Fifth amendment to the Loan Agreement, dated February 13, 2013, among Computer Task Group, Incorporated, Manufacturers and Traders Trust Company and Key Bank National Association FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2014 • Computer Task Group Inc • Services-computer programming services
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (“Fifth Amendment”) is made as of the 13th day of February, 2013, by and among COMPUTER TASK GROUP, INCORPORATED, a New York corporation (“Borrower”), the LENDERS party hereto (the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, having an office and place of business at One Fountain Plaza, Buffalo, New York 14203, as issuer of letters of credit (“Bank”) and as agent for the Lenders and Bank (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
COMPUTER TASK GROUP, INCORPORATED Amendment to Trust Agreement for Stock Employee Compensation TrustCompensation Trust • November 2nd, 2007 • Computer Task Group Inc • Services-computer programming services
AMENDMENT, dated October 31, 2007, to Trust Agreement, dated May 3, 1994, between Computer Task Group, Incorporated, a New York corporation (the “Company”), and Thomas R. Beecher, Jr. (the “Trustee”) as trustee, (the “Trust Agreement”). All capitalized terms contained in this Amendment that are not specifically defined in this Amendment shall have the meanings provided in the Trust Agreement.
FIRST AMENDMENT TO AGREEMENT OF REPRESENTATION AND INDEMNITYAgreement of Representation and Indemnity • November 2nd, 2007 • Computer Task Group Inc • Services-computer programming services
AMENDMENT, dated October 31, 2007, to Agreement of Representation and Indemnity, dated May 3, 1994, between Computer Task Group, Incorporated, a New York corporation (the “Company”), and Thomas R. Beecher, Jr. (the “Trustee”), (the “Representation Agreement”).
RECITALS:Change in Control Agreement • March 22nd, 2002 • Computer Task Group Inc • Services-computer programming services • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 13th, 2020 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT, effective as of _______________ (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 ______________________, an individual residing at _____________________________ (the "Executive").
1 EXHIBIT 10 (h) ------------- COMPUTER TASK GROUP, INCORPORATED --------------------------------- NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT --------------------------------------------- THIS AGREEMENT made this lst day of July, 1993 is by and...Non-Disclosure and Non-Solicitation Agreement • April 2nd, 2001 • Computer Task Group Inc • Services-computer programming services • New York
1 EXHIBIT 10 (d) -------------- COMPUTER TASK GROUP, INCORPORATED --------------------------------- PLEDGE AGREEMENT ---------------- In consideration of Computer Task Group, Incorporated with a principal business address at 800 Delaware Avenue,...Pledge Agreement • April 2nd, 2001 • Computer Task Group Inc • Services-computer programming services • New York
Share Purchase Agreement By and between The Core Sellers and The Other Sellers (as Sellers) and COMPUTER TASK GROUP IT SOLUTIONS S.A. (as Buyer) Regarding the sale and purchase of 100% of the shares of FINANCIÈRE SOFT SAS Dated February 15, 2018Share Purchase Agreement • February 15th, 2018 • Computer Task Group Inc • Services-computer programming services
FIRST AMENDMENT TO LOAN AGREEMENT By and Among MANUFACTURERS AND TRADERS TRUST COMPANY, As Administrative Agent and Letter of Credit Issuer, THE LENDERS PARTY HERETO and COMPUTER TASK GROUP, INCORPORATED As of April 12th, 2006Loan Agreement • April 26th, 2006 • Computer Task Group Inc • Services-computer programming services
THIS FIRST AMENDMENT TO LOAN AGREEMENT (“First Amendment”) is made as of the 12th day of April, 2006, by and among COMPUTER TASK GROUP, INCORPORATED, a New York corporation (“Borrower”), the LENDERS party hereto (the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, having an office and place of business at One Fountain Plaza, Buffalo, New York 14203, as issuer of letters of credit (“Bank”) and as agent for the Lenders and Bank (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
LOAN AND SECURITY AGREEMENT Dated as of May 19, 2021 COMPUTER TASK GROUP, INC. as US Borrower COMPUTER TASK GROUP BELGIUM NV as Belgian Borrower COMPUTER TASK GROUP LUXEMBOURG PSF S.A. COMPUTER TASK GROUP IT SOLUTIONS S.A. as Luxembourg Borrowers any...Loan and Security Agreement • May 20th, 2021 • Computer Task Group Inc • Services-computer programming services • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of May 19, 2021, among COMPUTER TASK GROUP, INC., a New York corporation (“Parent,” and together with any other Person organized under the laws of a jurisdiction in the United States that becomes a party hereto as a Borrower, individually a “US Borrower” and collectively, “US Borrowers”), COMPUTER TASK GROUP BELGIUM NV, a limited liability company (naamloze vennootschap/société anonyme) incorporated and existing under the laws of Belgium, having its statutory seat at Culliganlaan 1D (N 140B), 1831 Machelen, Belgium and registered under number RLP Brussels (Dutch speaking section) 0450.277.958 (“CTG Belgium” and together with any other Person organized under the laws of Belgium that becomes a party hereto as a Borrower, individually a “Belgian Borrower” and collectively, “Belgian Borrowers”), COMPUTER TASK GROUP LUXEMBOURG PSF S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembou
FOURTH AMENDMENT TO LOAN AGREEMENT By and Among MANUFACTURERS AND TRADERS TRUST COMPANY, As Administrative Agent and Letter of Credit Issuer, THE LENDERS PARTY HERETO and COMPUTER TASK GROUP, INCORPORATED As of December 23, 2010Loan Agreement • December 28th, 2010 • Computer Task Group Inc • Services-computer programming services • New York
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (“Fourth Amendment”) is made as of the 23rd day of December, 2010, by and among COMPUTER TASK GROUP, INCORPORATED, a New York corporation (“Borrower”), the LENDERS party hereto (the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, having an office and place of business at One Fountain Plaza, Buffalo, New York 14203, as issuer of letters of credit (“Bank”) and as agent for the Lenders and Bank (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of August 8, 2023 (this “Amendment No. 1”), is by and among Computer Task Group, Inc., a New York corporation (“Parent” or “US Borrower”), the Subsidiaries of Parent identified on the signature pages hereto as “Borrowers” (each, together with Parent, a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), the Subsidiaries of Parent identified on the signature pages hereto as “Guarantors” (each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”, and together with Borrowers, individually, a “Loan Party” and collectively, “Loan Parties”), the financial institutions from time to time party to the Loan Agreement (as defined below) as lenders (collectively, “Lenders”), and Bank of America, N.A., a national banking association, in its capacity as collateral agent and administrative agent (in such capacity, “Agent”) for itself, the Lenders and the other Secured Part
LOAN AGREEMENT By and Among MANUFACTURERS AND TRADERS TRUST COMPANY, As Administrative Agent and Letter of Credit Issuer, THE LENDERS PARTY HERETO and COMPUTER TASK GROUP, INCORPORATED As of May 1, 2014Loan Agreement • May 2nd, 2014 • Computer Task Group Inc • Services-computer programming services • New York
THIS LOAN AGREEMENT is made as of the 1st day of May, 2014, by and among COMPUTER TASK GROUP, INCORPORATED, a New York corporation (“Borrower”), the LENDERS party hereto from time to time (the “Lenders” as defined further below), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, having an office and place of business at One Fountain Plaza, Buffalo, New York 14203, as issuer of letters of credit (“Bank”) and as agent for the Lenders and Bank (in such capacity, together with its successors in such capacity, the “Administrative Agent”). This Loan Agreement amends, restates, replaces and substitutes for that certain Loan Agreement dated as of April 21, 2005 among Borrower, Lenders, Bank and Administrative Agent (the “Original Agreement”).
LOAN AGREEMENT By and Among MANUFACTURERS AND TRADERS TRUST COMPANY, As Administrative Agent and Letter of Credit Issuer, THE LENDERS PARTY HERETO and COMPUTER TASK GROUP, INCORPORATED As of April 21, 2005Loan Agreement • April 22nd, 2005 • Computer Task Group Inc • Services-computer programming services • New York
THIS LOAN AGREEMENT is made as of the 21st day of April, 2005, by and among COMPUTER TASK GROUP, INCORPORATED, a New York corporation ("Borrower"), the LENDERS party hereto from time to time (the "Lenders" as defined further below), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, having an office and place of business at One Fountain Plaza, Buffalo, New York 14203, as issuer of letters of credit ("Bank") and as agent for the Lenders and Bank (in such capacity, together with its successors in such capacity, the "Administrative Agent").
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 9, 2023, is entered into by and among Cegeka Groep NV, a Belgian limited liability company (“Parent”), Chicago Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities set forth on Schedule A (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 10th, 2008 • Computer Task Group Inc • Services-computer programming services • New York
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”).
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • April 13th, 2018 • Computer Task Group Inc • Services-computer programming services • New York
COMPUTER TASK GROUP, INCORPORATED NON-COMPETITION AGREEMENTNon-Competition Agreement • March 7th, 2007 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT is made as of March 1, 1984, by and between Computer Task Group, Incorporated, a New York corporation with its principal office and place of business at 800 Delaware Avenue, Buffalo, New York (“CTG”), and Randolph A. Marks, an individual residing at 90 Soldiers Place, Buffalo, New York (“Marks”).
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • November 17th, 2016 • Computer Task Group Inc • Services-computer programming services • New York
