Change-in-Control Agreement for James R. Boldt



 Exhibit 10.2 
 CHANGE IN CONTROL AGREEMENT 
 As Amended and Restated Effective January 1, 2009 

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”). The Agreement
is amended and restated effective January 1, 2009. 
 RECITALS: 
 WHEREAS, the Executive is employed as the President and Chief Executive Officer of the Corporation; and 
 WHEREAS, it is in the best interests of the Corporation to reinforce and encourage the Executive’s continued disinterested full attention and
undistracted dedication to the duties of the Executive currently and in the potentially disturbing circumstances of a possible change in control of the Corporation by providing some degree of personal financial security to the Executive; and

 WHEREAS, it is in the best interests of the Corporation to enable the Executive, without being influenced by the uncertainties of the
Executive’s own situation, to assess and advise the Corporation whether proposals concerning any potential change in control are in the best interests of the Corporation and its shareholders and to take other action regarding these proposals as
the Corporation might determine to be appropriate; and 
 WHEREAS, to induce the Executive to remain in the employ of the Corporation, the
Board of Directors has determined it is desirable to pay the Executive the compensation set forth below if the Executive’s employment with the Corporation terminates in one of the circumstances described below in connection with a change in
control of the Corporation; and 
 WHEREAS, this Agreement has been amended and restated effective January 1, 2009 to coordinate with a
certain Employment Agreement and to include provisions intended to comply with final regulations promulgated under Internal Revenue Code (“Code”) Section 409A and shall be construed to the extent practicable so as to avoid causing any
amounts payable to the Executive hereunder to be includable in his gross income under Code Section 409A(a)(1). 








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 NOW, THEREFORE, in consideration of the promises and of the covenants contained in this Agreement,
the Corporation and the Executive agree as follows: 
 1. DEFINITIONS. The following definitions apply for purposes of this Agreement. 
 (a) “Aggregate Exercise Price” means: 
 (i) in the case of options to acquire common stock of the Corporation owned by the Executive, the total amount of cash or immediately available funds the Executive would be required to pay to the Corporation to purchase all of the common
stock of the Corporation that, on the date as of which the Aggregate Exercise Price is to be determined, the Executive is entitled to purchase under the terms of all issued, outstanding and unexercised options to purchase common stock of the
Corporation that are outstanding and exercisable on the date as of which the Aggregate Exercise Price of those options is to be determined; and 
 (ii) in the case of options to acquire Successor Equity, the total amount of cash or immediately available funds the Executive would be required to pay to the Successor to purchase all the Successor Equity that, on the date as of which the
Aggregate Exercise Price is to be determined, the Executive is entitled to purchase under the terms of all issued, outstanding and unexercised options to purchase Successor Equity that are outstanding and exercisable on the date as of which the
Aggregate Exercise Price of those options is to be determined. 
 (b) “Built in Gain” means an amount equal to: 
 (i) the Highest Sale Price as of the date of a Change in Control multiplied by the total number of shares of common stock of the Corporation that the
Executive could acquire by exercising all of the options to acquire common stock of the Corporation that, as of the date of the Change in Control, were issued to the Executive, outstanding and unexercised, minus 
 (ii) the Aggregate Exercise Price of those options. 
 (c) “Board of Directors” or “Board” means the Board of Directors of the Corporation. 
 (d) “Cause”
means a finding by the Board of Directors, with notice in writing to the Executive setting forth in reasonable detail its reasons, that any of the following conditions exist: 
 (i) The Executive’s willful and continued failure to substantially perform his duties as President and Chief Executive Officer (other than as a
result of the Executive’s Disability). 
 (ii) A willful act or omission by the Executive constituting fraud or other malfeasance,
including without limitation acts of dishonesty constituting a felony offense under the laws of the United States or any state thereof, 









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and any act or omission by the Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation
of the Corporation. 
 (iii) A material breach by the Executive of the Employment Agreement dated as of July 16, 2001. 
 For purposes of this definition, an act or failure to act will be deemed “willful” only if it is effected by the Executive not in good faith and without a
reasonable belief that his action or failure to act was in or not opposed to the Corporation’s best interests. 
 (e) “Change in
Control” means any one of the following occurrences: 
 (i) Approval by the stockholders of the Corporation of the dissolution or
liquidation of the Corporation; 
 (ii) Approval by the stockholders of the Corporation of an agreement to merge or consolidate, or otherwise
reorganize, with or into one or more entities that are not Subsidiaries or other affiliates, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity immediately after the reorganization are, or
will be, owned, directly or indirectly, by stockholders of the Corporation immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Corporation’s securities from
the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such reorganization, but including in such determination any securities of the other parties to such reorganization
held by affiliates of the Corporation); 
 (iii) Approval by the stockholders of the Corporation of the sale of substantially all of the
Corporation’s business and/or assets to a person or entity that is not a Subsidiary or other affiliate; or 
 (iv) Any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time, but excluding any person described in and satisfying the conditions of Rule 13d-1(b)(1) thereunder), other than the Corporation,
any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any of its Subsidiaries or any Person holding common shares of the Corporation for or pursuant to the terms of any such employee benefit plan, becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 20% of the combined voting power of the Corporation’s then outstanding securities entitled to
then vote generally in the election of directors of the Corporation; or 








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 (v) During any period not longer than two consecutive years, individuals who at the beginning of such
period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Corporation’s stockholders, of each new Board member was approved by a vote of at least three-quarters of
the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved). 
 (f) “Code” means the Internal Revenue Code of 1986, as amended. 
 (g) “Conversion Options” means an option or options to purchase Successor Equity, which option or options may be granted by the Successor to the Executive and are exercisable in full immediately following
the Change in Control for an Aggregate Exercise Price that does not exceed the Aggregate Exercise Price of the options to purchase common stock of the Corporation owned by the Executive on the date of the Change in Control and which options, if
exercised by the Executive in full immediately following that Change in Control, would provide for the ownership by the Executive of Successor Equity that, immediately following the acquisition of that Successor Equity by the Executive, may be sold
by the Executive, free of any restrictions imposed on the sale of securities by the Securities Act of 1933, and which satisfy the requirements of Regulation §1.409A-1(b)(5)(v)(D) so that the exchange of options to purchase stock of the
Corporation for Conversion Options will not be treated as the grant of a new stock right or change in the form of payment for purposes of said regulation. Under no circumstances is the Executive required to accept a grant of Conversion Options from
the Successor. 
 (h) “Corporation” means Computer Task Group, Incorporated. 
 (i) “Disability” means a disability that exists for a period of at least 12 months and because of which the Executive is physically or mentally
unable to substantially perform his regular duties as President or Chief Executive Officer of the Corporation, as the case may be. 
 (j)
“Employment Agreement” means a certain employment agreement between the Corporation and the Executive which is effective as of July 16, 2001, as such agreement may be amended or superseded. 
 (k) “Good Reason” means the occurrence of one or more of the following events, provided that the Executive shall give the Corporation a written
notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Corporation takes appropriate
corrective action: 
 (i) A material diminution in the Executive’s responsibilities, duties, title, reporting responsibilities within the
business organization, status, role or authority. 








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 (ii) A material reduction by the Corporation in the Executive’s annual base salary as in effect
on the date of a Change in Control or as in effect thereafter if that base salary has been increased. 
 (iii) A material reduction by the
Corporation in the aggregate value of benefits provided to the Executive, as in effect on the date of a Change in Control or as in effect after that date if those benefits have been increased. “Benefits” includes all profit sharing,
401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits. 
 (iv) A material breach by the Corporation of any provision of this Agreement or of any other agreement requiring the payment of compensation to the Executive. 
 (v) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer. 
 (vi) A requirement, in the Executive’s reasonable judgment, that the services required to be performed by the Executive would necessitate the
Executive moving his residence at least 50 miles from the Buffalo, New York area. 
 The Corporation shall have 30 days from the date of receipt of the
written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Corporation does not cure the Good Reason, the Good Reason will be deemed to have occurred at the end of the 30-day period.

 (l) “Highest Sale Price” means: 
 (i) with respect to the common stock of the Corporation, the highest closing sale price at which common stock of the Corporation has been sold, in an established securities market, during the 12 consecutive month
period ending on the date as of which the Highest Sale Price of the common stock of the Corporation is to be determined; and 
 (ii) with
respect to Successor Equity, the highest closing sale price at which Successor Equity has been sold, in an established securities market, during the 12 consecutive month period ending on the date of which the Highest Sale Price of the Successor
Equity is to be determined. 








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 (m) “Regulation” means Treasury Regulations promulgated under Code Section 409A as
amended. 
 (n) “Specified Employee” has the meaning provided in Regulation §1.409A-1(i). The default rules for said
definition shall apply unless the Corporation has adopted other rules in a duly adopted instrument applicable with respect to all nonqualified deferred compensation plans of the Corporation. 
 (o) “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Corporation. 
 (p) “Successor” means, the person, firm, corporation or other entity that, as a
result of a Change in Control, has succeeded, directly or indirectly, to all or substantially all the assets, rights, properties, liabilities and obligations of the Corporation. 
 (q) “Successor Equity” means capital stock or any other equity interest in the Successor. 
 (r) “Termination of Employment” has the meaning provided in Regulation §1.409A-1(h)(1)(ii). If the Executive provides services as an
independent contractor, the Executive will not be considered to have a Termination of Employment until the Executive has ceased providing services both as an employee and as an independent contractor. The preceding sentence shall not apply with
respect to nonqualified deferred compensation plan in which the Executive participates as an employee to the extent that the Executive’s sole activity as an independent contractor with respect to the Corporation is to serve on the
Corporation’s Board of Directors. 
 2. BENEFITS UPON CHANGE IN CONTROL. The Corporation will provide the benefits listed below in Sections 2(a) and
2(b) on a Change in Control. All amounts payable on a Change in Control under all subsections of this Section will be made by bank check or wire transfer at the Change in Control, or, if that is not within the control of the Corporation, not later
than the tenth business day following the Change in Control except as otherwise provided in Section 2(a) or 2(b). For purposes of this Section, references to payments by the Corporation include payments from any entity related to the
Corporation, such as the Corporation’s Stock Employee Compensation Trusts. 
 (a) STOCK RIGHTS. As of the date of the Change in Control,
the Executive will become fully vested in, and entitled to exercise immediately all stock-related awards he has been granted under any plans or agreements of the Corporation, including without limitation, awards under the 1991 Stock Option Plan and
the 2000 Equity Award Plan, other than any stock-related award that constitutes a “deferral of compensation” within the meaning of Code Section 409A and the Regulations. The Executive will be entitled to exercise all these awards for
a period of not less than 12 months following the 









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Change in Control provided that such exercise period shall not in any event extend beyond the last day of the original exercise period of the relevant
stock-related award. The acceleration of vesting and exercisability under this Section will apply notwithstanding any provision in the 2000 Equity Award Plan or any other plan or agreement that would prevent the acceleration and vesting of the
awards or cause them to be canceled, rescinded or otherwise impaired. 
 (b) DEFERRED COMPENSATION. All deferred or otherwise contingent
compensation of the Executive will become (i) vested and (ii) immediately payable in cash provided, however, that any such compensation that constitutes deferred compensation within the meaning of Code Section 409A and the Regulations
thereunder shall be payable only at the time and in the manner provided under the relevant deferred compensation plan. For purposes only of (ii) in the preceding sentence, a Change in Control under Section 1(e)(ii) will be determined only
by substituting 70% for 50% in that Section 1(e)(ii). 
 3. BENEFITS UPON TERMINATION. The Corporation will provide the benefits listed below in
subsections (a) through (f) on the termination of the Executive’s employment (i) by the Corporation for any reason other than Cause or by the Executive for Good Reason in either case within 6 months before or 24 months after a
Change in Control, or (ii) by the Executive for any reason within 6 months after a Change in Control. For purposes of this Section, references to payments by the Corporation include payments from any entity related to the Corporation, such as
the Stock Employee Compensation Trusts. Also, references to payments by the Successor include payments from the Corporation’s Stock Employee Compensation Trusts if those trusts are permitted to make the payments. 
 (a) SALARY. 
 (i) Initial Payment.

 (A) Termination Before Change in Control. The Executive shall receive an initial lump sum payment at the time and in the
amount provided under Section 9(a)(i)(B) of the Employment Agreement if the Executive’s Termination of Employment occurs before the date of a Change in Control. 
 (B) Termination On or No More Than Six Months After Change in Control. The Executive shall receive an initial lump sum payment in the
amount provided under Section 9(a)(i)(B) of the Employment Agreement within 30 days following the Executive’s Termination of Employment provided that in all events the lump sum payment shall be made before March 15 of the calendar
following the calendar year in which occurs the Change in Control if the Executive’s Termination of Employment occurs on or no more than six months after the date of a Change in Control. 








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 (C) Termination More than Six Months After Change in Control. The Executive shall
receive an initial lump sum payment at the time and in the amount provided under Section 9(a)(i)(B) of the Employment Agreement, except that the Executive shall not be required to sign a release agreement, if the Executive’s Termination of
Employment occurs more than six months after the date of a Change in Control. 
 (ii) Subsequent Payment. The Executive will receive a
subsequent lump sum payment equal to 2.99 times his full rate of salary in effect, including directors’ fees, if any, (whether or not deferred) on the date immediately prior to the Change in Control or, if greater, the amount in effect at any
date after the Change in Control provided, however, that the amount of payment under this Section 3(a)(ii) shall be reduced by the amount of the payment under Section 3(a)(i). The payments pursuant to Section 3(a)(i) and this
Section 3(a)(ii) are intended to constitute separate “payments” within the meaning of Regulation §1.409A-2(b)(2). 
 (b)
BONUS. The Executive will receive a cash bonus equal to 2.99 times the highest annual bonus payable (whether or not deferred) to him in the 3 calendar years preceding the year in which the Change in Control occurs. 
 (c) FRINGE BENEFITS. The Executive will receive a lump sum payment equal to 25% of the sum of (i) one times his full rate of salary, as defined in
(a), and (ii) highest annual bonus, as defined in (b). This payment represents the value to which the parties agree the Executive otherwise would be entitled with respect to fringe benefits (including without limitation profit sharing, 401(k),
retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits) for 36 months. Notwithstanding any payment under this Section 3(c), the Executive shall remain
entitled to exercise his COBRA rights under any group health plan maintained by the Corporation or the Successor as applicable. 
 (d)
INDEMNIFICATION. For a 60-month period following the date of the Executive’s termination of employment, the Corporation will continue any indemnification agreement with the Executive and will provide directors’ and officers’ liability
insurance insuring the Executive that coverage will have limits and scope of coverage not less than that in effect immediately prior to the Change in Control. 
 (e) CASH-OUT OF STOCK OPTIONS AND OTHER EQUITY-RELATED COMPENSATION. 
 (i) IN CORPORATION. If the Executive
continues to own, on the later of the date of his Termination of Employment or the date of the Change in 









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Control (the “Determination Date”), unexercised options to purchase common stock of the Corporation, the options shall be cancelled, and the
Executive shall receive a lump sum amount equal to: 
 (A) the Highest Sale Price of the common stock of the Corporation determined as of the
Determination Date; MULTIPLIED BY 
 (B) the aggregate number of shares of common stock of the Corporation the Executive is entitled to
purchase pursuant to the terms of all unexercised options to purchase any common stock of the Corporation owned by the Executive on the Determination Date; MINUS 
 (C) the Aggregate Exercise Price of the issued and outstanding unexercised options to purchase common stock of the Corporation owned by the Executive on the Determination Date. 
 (ii) IN SUCCESSOR. If Executive owns, on the later of the date of his Termination of Employment (the “Determination Date”), unexercised
Conversion Options, the Conversion Options shall be cancelled, and the Executive shall receive a lump sum amount equal to: 
 (A) the Highest
Sale Price, determined as of the Determination Date, of each unit of Successor Equity that could be acquired by the Executive on the exercise of all outstanding Conversion Options; MULTIPLIED BY 
 (B) the aggregate number of units of Successor Equity the Executive is entitled to purchase pursuant to the terms of all Conversion Options owned by the
Executive and exercisable on the Determination Date; MINUS 
 (C) the Aggregate Exercise Price of the issued and outstanding unexercised
Conversion Options. 
 (f) DEFERRED COMPENSATION. The Executive will receive all deferred or otherwise contingent compensation not paid out
as of the date of the termination of the Executive’s employment provided, however, that any such compensation that constitutes deferred compensation within the meaning of Code Section 409A and the Regulations promulgated thereunder shall
be payable only at the time and in the manner provided under the relevant deferred compensation plan. 
 (g) TIME OF PAYMENT. Payments under
subsections (a)(ii), (b), (c) and (e) of this Section 3 shall be made on the day following the six month anniversary of the Executive’s Termination of Employment. 








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 (h) ESTABLISHMENT OF RABBI TRUST. On or before the date of a Change in Control, the Corporation shall
transfer cash and/or liquid assets having a value equal to the amounts that will become payable to the Executive under subsections (a)(ii), (b), (c) and (e) of this Section 3 to an irrevocable grantor trust established with a bank
trustee that is reasonably acceptable to the Executive. The trust agreement shall be similar to the form of agreement provided in IRS Revenue Procedure 92-64 (concerning rabbi trusts) and shall provide that no amount held in the trust shall revert
to the Corporation or its Successor or be used for any other purpose (other than the payment of the Corporation’s creditors in the event of its insolvency) until the amounts that will become payable to the Executive under subsections (a)(ii),
(b), (c) and (e) of this Section 3 have been paid. 
 4. WITHHOLDING. The Corporation will deduct or withhold from all salary and bonus
payments, and from all other payments made to the Executive pursuant to this Agreement, all amounts that may be required to be deducted or withheld under any applicable Social Security contribution, income tax withholding or other similar law now in
effect or that may become effective during the term of this Agreement. 
 5. OTHER TERMINATION. Upon termination of the Executive’s employment for Cause
or because of death or Disability, or not within the time related to a Change in Control as described in Section 3, no benefits will be payable under this Agreement. 
 6. ADDITIONAL PAYMENTS. 
 (a) Entitlement to Gross-up Payment. Notwithstanding anything in this Agreement,
the 2000 Equity Award Plan, or any other agreement or plan to the contrary, in the event it is determined that any payments or distributions by the Corporation or any affiliate (as defined under the Securities Act of 1933, as amended, and the
regulations thereunder) thereof or any other person to or for the benefit of the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Corporation or any such affiliate
(“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (the excise tax, together with any interest and penalties,
are hereinafter collectively referred to as the “Excise Tax”), then 
 (i) If liability for the Excise Tax can be avoided by
reducing the total amount payable to the Executive under Sections 3(a) and (b) by an amount not exceeding 10% of the total thereof (the “Reduction Amount”), the amount payable to the Executive pursuant to Section 3(a)(ii) shall
be reduced by the Reduction Amount. 
 (ii) If liability for the Excise Tax cannot be avoided by reducing the total amount payable to the
Executive by the Reduction Amount, then payment 









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of amounts due the Executive under Section 3 shall not be reduced by the Reduction Amount and the Executive shall be entitled to receive an additional
payment from the Corporation (a “Gross-Up Payment”) in an amount that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to such taxes and any Excise Tax) imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 
 (b)
Calculation of Gross-up Payment. The amount of the Gross-Up Payment will be calculated by the Corporation’s independent accounting firm, engaged immediately prior to the event that triggered the payment, in consultation with the
Corporation’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). 
 (c) Time and Form of Gross-up Payment. The Gross-Up Payment shall be made in a lump sum at the same time as the payment made pursuant to
Section 3(a)(ii). If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise
calculation is obtained, either the Corporation will pay any additional amount to the Executive or the Executive will pay any excess amount to the Corporation, as the case may be. In all events, the Gross-up Payment will be made by the end of the
Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes. 
 (d) Claim
of Additional Gross-up Payment. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing
substantiation of the claim made by the IRS. 
 (e) Cooperation of Executive In Contesting Excise Tax. After payment to the Executive of the
Gross-Up Payment, the Executive will provide to the Corporation any information reasonably requested by the Corporation relating to the Excise Tax, the Executive will take those actions as the Corporation reasonable requests to contest the Excise
Tax, cooperate in good faith with the Corporation to effectively contest the Excise Tax and permit the Corporation to participate in any proceedings contesting the Excise Tax. The Corporation will bear and pay directly all costs and expenses
(including any interest or penalties on the Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. 








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 (f) Refund of Excess gross-up Payment. Should it ultimately be determined that any amount of an
Excise Tax is not properly owed, the Executive will refund to the Corporation the related amount of the Gross-Up Payment immediately following receipt of such payment from the US Treasury. 
 7. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically provided, nothing in this Agreement prevents or limits the Executive’s continued or future
participation in any benefit, incentive, or other plan, practice, or program provided by the Corporation and for which the Executive may qualify. Any amount of vested benefit or any amount to which the Executive is otherwise entitled under any plan,
practice, or program of the Corporation will be payable in accordance with the plan, practice, or program, except as specifically modified by this Agreement. However, if the Executive receives the payments under Section 3, the Executive will
not be entitled to any severance payments (which excludes for this purpose all types of equity-based compensation not cashed out under Section 2(c) or 3(e)) otherwise payable under any other agreement, plan, or practice providing for severance
compensation. 
 8. NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive will not be obligated to seek other employment or to take other action to mitigate
any amount payable to him under this Agreement. 
 9. SUCCESSORS. This Agreement is personal to the Executive and may not be assigned by the Executive other
than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by the Executive’s legal representatives or successors in interest. Notwithstanding any other provision of this Agreement, the
Executive may designate a successor or successors in interest to receive any amounts due under this Agreement after the Executive’s death. A designation of a successor in interest must be made in writing, signed by the Executive, and delivered
to the Corporation. Except as otherwise provided in this Agreement, if the Executive has not designated a successor in interest, payment of benefits under this Agreement will be made to the Executive’s estate. This Section will not supersede
any designation of beneficiary or successor in interest made by the Executive or provided for under any other plan, practice, or program of the Corporation. This Agreement will inure to the benefit of and be binding upon the Corporation and its
successors and assigns. The Corporation will require any successor (whether direct or indirect, by acquisition of assets, merger, consolidation or otherwise) to all or substantially all of the operations or assets of the Corporation or any
successor, and without regard to the form of transaction used to acquire the operations or assets of the Corporation, to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to
perform it if no succession had taken place. As used in this Agreement, “Corporation” means the Corporation and any successor to its operations or assets as set forth in this Section that is required by this clause to assume and agree to
perform this Agreement or that otherwise assumes and agrees to perform this Agreement. 








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 10. BENEFIT CLAIMS. In the event the Executive, or his beneficiaries, as the case may be, and the Corporation
disagree as to their respective rights and obligations under this Agreement, and the Executive or his beneficiaries are successful in establishing, privately or otherwise, that his or their position is substantially correct, or that the
Corporation’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, that the Executive or his beneficiaries may
incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or his beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or
counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or his beneficiaries hereunder will continue to be paid in all events in the manner
and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason. 
 11. FAILURE, DELAY OR WAIVER. No course of action or failure to act by the Corporation or the Executive will constitute a waiver by the party of any right or remedy
under this Agreement, and no waiver by either party of any right or remedy under this Agreement will be effective unless made in writing. 
 12.
SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be enforceable under applicable law. However, if any provision of this Agreement is deemed unenforceable under applicable law by a court
having jurisdiction, the provision will be unenforceable only to the extent necessary to make it enforceable without invalidating the remainder thereof or any of the remaining provisions of this Agreement. 
 13. NOTICE. All written communications to parties required hereunder must be in writing and (a) delivered in person, (b) mailed by registered or certified
mail, return receipt requested, (such mailed notice to be effective 4 days after the date it is mailed) or (c) sent by facsimile transmission, with confirmation sent by way of one of the above methods, to the party at the address given below
for the party (or to any other address as the party designates in a writing complying with this Section, delivered to the other party): 
 If to the
Corporation: 
 Computer Task Group, Incorporated 
 800 Delaware Avenue 
 Buffalo, New York 14209 
 Attention: General Counsel 
 Telephone:
716-882-8000 
 Telecopier: 716-887-7370 








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 with a copy to: 
 Hodgson Russ LLP 
 The Guaranty Building 
 140 Pearl Street, Suite 100 
 Buffalo, New York 14202 
 Attention: Dianne Bennett, Esq. and Ward B. Hinkle, Esq. 
 Telephone: 716-856-4000 
 Telecopier: 716-849-0349 
 If to the Executive: 
 James R. Boldt 
 142 Audubon Drive 
 Amherst, New York 14226

 14. MISCELLANEOUS. This Agreement (a) may not be amended, modified or terminated orally or by any course of conduct pursued by the Corporation or the
Executive, but may be amended, modified or terminated only by a written agreement duly executed by the Corporation and the Executive, (b) is binding upon and inures to the benefit of the Corporation and the Executive and each of their
respective heirs, representatives, successors and assignees, except that the Executive may not assign any of his rights or obligations pursuant to this Agreement, (c) except as otherwise specifically provided in this Agreement, constitutes the
entire agreement between the Corporation and the Executive with respect to the subject matter of this Agreement, and supersedes all oral and written proposals, representations, understandings and agreements previously made or existing with respect
to such subject matter, including that certain employment agreement dated October 17, 2000 and any similar agreements, and (d) will be governed by, and interpreted and construed in accordance with, the laws of the State of New York,
without regard to principles of conflicts of law. 
 15 TERM. 
 (a) Except as provided in (b), this Agreement will not be terminated earlier than 36 months after its Effective Date. The Agreement will be extended automatically for additional 12-month periods unless one party
notifies the other prior to the beginning of the successive 36 month period that it is terminating the Agreement. The intention of the preceding sentence is that if a party does not give notice, at least 36 months remain in the Agreement.

 (b) This Agreement will terminate when the Corporation has made the last payment provided for under it, including without limitation, any
payments payable at any time under Sections 9 and 10. However, the obligations under Section 3(d) will survive any termination and will remain in full force and effect for the period specified. 








 Computer Task Group, Incorporated 
 Restated Change in Control Agreement with James R. Boldt 
  Page
 15
 
  

 16. RULE GOVERNING PAYMENT DATES. In any case where this Agreement requires the payment of an amount during a period
of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs. 
 IN WITNESS WHEREOF, the parties have duly executed this restatement of the Agreement on the      day of         , 2008, to be effective
January 1, 2009. 
  

			
	Computer Task Group, Incorporated
		
	By	 	  

		
	Title	 	  

	
	Executive
	  
  

	James R. Boldt