COMPUTER TASK GROUP, INCORPORATED (NASDAQ:CTG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)As previously reported, on December19, 2018, the Board of Directors of the Company (the “Board”) appointed Filip J.L. Gydé as President and Chief Executive Officer of the Company (principal executive officer) and a member of the Board of Directors with an effective starting date of March1, 2019.
In connection with his appointment as the President and Chief Executive Officer of the Company, the Compensation Committee and the Board also approved an amended and restated employment agreement for Mr.Gydé, including an annex between him and the Company regarding the terms and conditions as they may relate to his services that are provided as President and Chief Executive Officer in the United States.
In connection with his appointment as President and Chief Executive Officer, Mr.Gydé will receive an annual base salary of EUR 395,357.00 ($450,000 equivalent as of the date of the agreement) that will be split equally between the Company and the Belgian subsidiary. During 2019 Mr.Gydé will be eligible to receive an annual cash bonus with a target of EUR 395,357.00 ($450,000 equivalent as of the date of the agreement). He will receive an annual cash bonus payment of at least EUR 197,678.50 for the 2019 calendar year. The cash incentive target is limited to 2019 calendar year only. In addition, Mr.Gydé will continue to participate in all benefit plans made available to Belgian employees generally under Belgian law to the extent such participation is permissible under applicable law and the terms of the relevant plan, including assurances to permit continued participation in Belgian social security. Mr.Gydé will not be eligible to participate in any Company executive or supplemental retirement plans, deferred compensation arrangements or U.S. health or medical insurance plan. Mr.Gydé will also be entitled to reimbursement for reasonable travel and housing expenses incurred in connection with travel on Company business.
Each party may terminate the employment agreement in accordance with the provisions of the Belgian law of July3, 1978 relating to employment contracts. Any termination indemnities that may be due and owing to Mr.Gydé will take into account the co-employment between the Company and the Belgian subsidiary and will be done according to the transitional provisions as included in the articles 67, 68 and 69 of the Belgian law of 26December 2013 regarding the introduction of a unified statute, with the period May1, 1987 until December31, 2013 fully to be taken into account and severance payments to be calculated under the scheme of article 68 of said legislation.
The foregoing description of the employment agreement (together with Annex) with Mr.Gydé does not purport to be complete and is qualified in its entirety by reference to the employment agreement and Annex with Mr.Gydé which is attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
COMPUTER TASK GROUP INC Exhibit
EX-10.1 2 d706444dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 GEWIJZIGDE EN GEHERFORMULEERDE ARBEIDSOVEREENKOMST AMENDED AND RESTATED EMPLOYMENT CONTRACT TUSSEN: 1. COMPUTER TASK GROUP,…
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About COMPUTER TASK GROUP, INCORPORATED (NASDAQ:CTG)
Computer Task Group, Incorporated (CTG) is an information technology (IT) solutions and staffing services company. The Company primarily operates in the segment of providing IT services to its clients. The Company has operations in North America and Europe. The Company is engaged in providing IT services, including IT Solutions, and IT and other Staffing. CTG provides these primary services to all of the markets that it serves. The services provided encompass the IT business solution life cycle, including phases for planning, developing, implementing, managing, and maintaining the IT solution. It provides administrative or warehouse employees to clients to supplement the IT resources. The Company promotes a portion of its services through five vertical market focus areas: technology service providers, manufacturing, healthcare (which includes services provided to healthcare providers, health insurers, and life sciences companies), financial services, and diversified industrials.
