Cto Employment Agreement

EXHIBIT 10(s)


COMPUTER TASK GROUP, INCORPORATED
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Employment Agreement.


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EMPLOYMENT AGREEMENT
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This Agreement made this th day of October, 1995 effective as of January 1, 1996 is by and between COMPUTER TASK GROUP EUROPE B.V., a Dutch corporation having its registered office at Neptunusstraat 20, 2132 JB Hoofddorp, The Netherlands, hereinafter referred to as the "Company"; and NICO H. MOLENAAR residing at 16231 GRAAN VOOR VISCH, HOOFDDORP, THE NETHERLANDS hereinafter referred to as "the Employee".


WHEREAS, the Employee is to assume the position of Co-Managing Director of the Company effective January 1, 1996 and


WHEREAS, the parties wish to embody in a written agreement the terms and conditions under which the Employee shall serve the Company;


NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Company and Employee agree as follows:


ARTICLE 1: DURATION AND TERMINATION
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1. The employment shall be entered into for an indefinite period of time. The employment may be terminated by the parties at any time, other than for urgent cause or weighty reason, subject to the provision that the Employer or Employee (as the case may be) shall give three (3) months' notice in the event of termination, and further subject to the provisions of Article 13 herein. The employment may be terminated only in writing.


2. The employment agreement shall in any event expire without prior notice at the end of the month in which the Employee reaches the age of 65.


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ARTICLE 2: POSITION AND RESPONSIBILITIES
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1. The Employee shall hold the position of Co-Managing Director for Company.


2. The Employee will have the powers and duties set forth in the Articles of Association of the Company and he will be subject to the instruction and supervision of the Chairman and Chief Executive Officer of Computer Task Group, Inc., the penultimate parent corporation of Computer Task Group Europe B.V. The Chairman and Chief Executive Officer of Computer Task Group, Inc. shall be Co-Managing Director of the Company with the powers and duties as set forth in the Articles of Association of the Company. Except for actions taken in the ordinary course of business, consistent with past practice, employee shall obtain prior approval of the Co-Managing Director for any of the following actions:


a. To appoint the auditors of the Company;


b. To acquire, alienate or encumber real estate, capital assets
or other assets;


c. To lend monies, to issue guarantees and to grant credits;


d. To contract money loans and credits in excess of a sum to be
determined each year, not including the use of any credits
already contracted or approved;


e. To make investments the interest or value of which is in
excess of a sum to be determined each year;


f. To enter into contracts with a life of more than one year,
unless the value involved is less than a sum to be determined
each year by 50,000 DFL, or, if the contracts have been
entered into for an indefinite period or for a term of less
than one year, if the value involved is in excess of a sum to
be determined each year by 50,000 DFL;


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g. To determine bonuses and profit sharing arrangements, and to
grant pension rights;


h. To form reserves, whatever named;


i. To perform any other transactions which have previously been
clearly defined by the Articles of Association.


3. The responsibility of the Employee will be managing total operations of the Company, as a professional information technology company. The Employee will also have direct responsibility as head of Computer Task Group Belgium, Computer Task Group Nederland and Computer Task Group (U.K.) Limited.


4. The Employee reports to the Chairman and Chief Executive Officer of Computer Task Group, Inc.


5. The Employee covenants that he shall also perform duties other than the ones which are considered his usual duties, if such performance may be reasonably expected from him.


6. Absent prior written consent, the Employee shall not perform any other work for pay during his employment term, nor shall he, alone or with other persons, directly or indirectly, establish or conduct a business which is competitive with the Company's business or the business of the Company's affiliated companies, whatever its form, or take any financial interest in or perform work gratuitously or for remuneration for such a business.


7. The Employee covenants that he shall at all times be willing to perform work for a company affiliated with the Company.


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ARTICLE 3: COMPENSATION
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1. The Employee shall receive a gross base yearly salary of NLG 211,575 payable in 13 installments of DFL 16,275 (including 8% holiday allowance). This sum will be reviewed on an annual basis in writing between Employee and the Company to determine whether it will be increased.


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