FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 10(iii)7 THE IT GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 1996 STOCK INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made and entered into as of the...

 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT


 
EXHIBIT 10(iii)7
 
THE IT GROUP, INC.
 
 NON-QUALIFIED STOCK OPTION AGREEMENT
 
 Pursuant to the
 
 1996 STOCK INCENTIVE PLAN
           This
   Non-Qualified Stock Option Agreement ("Agreement") is made and entered into
   as of the Date of Grant indicated on Attachment A by and between The IT
   Group, Inc., a Delaware corporation (the "Company"), and the person named on
   Attachment A as Optionee.
           WHEREAS,
   Optionee is an employee or director of the Company or any of its
   subsidiaries or affiliates; and
           WHEREAS,
   pursuant to the Company's 1996 Stock Incentive Plan (the "1996 Plan"), the
   committee of the Board of Directors of the Company administering the 1996
   Plan (the "Committee") has approved the grant to Optionee of a non-qualified
   option to purchase shares of the Common Stock, par value $.01 per share, of
   the Company (the "Common Stock"), on the terms and conditions set forth
   herein.
           NOW,
   THEREFORE, in consideration of the foregoing recitals and the covenants
   set forth herein, the parties hereto hereby agree as follows:
           1. 
            Grant of Option;
   Certain Terms and Conditions. The Company hereby grants to Optionee,
   and Optionee hereby accepts, as of the Date of Grant indicated on Attachment
   A, an option or options (the "Option") to purchase the number of shares of
   Common Stock indicated on Attachment A (the "Option Shares") at the Exercise
   Price per share indicated on Attachment A, which Exercise Price shall not be
   less than the market value of the Option Shares on the Date of Grant. The
   Option shall expire at 5:00 p.m., Pittsburgh time, on the Expiration Date
   indicated on Attachment A and shall be subject to all of the terms and
   conditions set forth in this Agreement. The Option is not intended to
   qualify as an incentive stock option under Section 422 of the Internal
   Revenue Code. On each anniversary of the Date of Grant, the Option shall
   become exercisable to purchase ("vest with respect to") that number of
   Option Shares (rounded to the nearest whole share) equal to the total number
   of Option Shares multiplied by the Annual Vesting Rate indicated on
   Attachment A.
           2. 
            Acceleration and
   Termination of Option.
             
             (a)  
           Termination of
   Employment.
             
               
         (i)       
       Retirement. In the event that Optionee shall
   cease to be an employee of the Company or any of its subsidiaries or
   affiliates (such event shall be referred to herein as the "Termination" of
   such employee's "Employment") by reason of retirement, which retirement, if
   Optionee is an employee of the Company or any of its subsidiaries, is in
   accordance with the Company's then-current retirement practices, then the
   Option shall fully vest with respect to all Option Shares upon the date of
   such Termination of Employment and shall terminate on the second anniversary
   of the date of such Termination of Employment.
             
               
         (ii)       
       Death or Permanent Disability. If Optionee's
   Employment is
 Terminated by reason of the death or Permanent Disability (as hereinafter
   defined) of Optionee, then the Option shall fully vest with respect to all
   Option Shares upon the date of such Termination of Employment, shall be
   exercisable by Optionee or, in the event of death, the person or persons to
   whom Optionee's rights under the Option shall have passed by will or by the
   applicable laws of descent or distribution, and shall terminate on the first
   anniversary of the date of such Termination of Employment. "Permanent
   Disability" shall mean the inability to engage in any substantial gainful
   activity by reason of any medically determinable physical or mental
   impairment which can be expected to result in death or which has lasted or
   can be expected to last for a continuous period of not less than twelve (12)
   months. The Optionee shall not be deemed to have a Permanent Disability
   until proof of the existence thereof shall have been furnished to the
   Committee in such form and manner, and at such times, as the Committee may
   require. Any determination by the Committee that Optionee does or does not
   have a Permanent Disability shall be final and binding upon the Company and
   Optionee.
             
               
         (iii)      
        Termination for Cause. If Optionee's
   Employment is Terminated for cause, then (A) the portion of the Option
   that has not vested on or prior to the date of such Termination of
   Employment shall terminate on such date and (B) the remaining vested
   portion of the Option shall terminate one (1) month from the date of
   such Termination of Employment.
             
               
         (iv)       
       Other Termination. If Optionee's Employment
   is Terminated for any reason other than those enumerated in (i) through
   (iii) of this Section 2(a), then (A) the portion of the Option
   that has not vested on or prior to the date of such Termination of
   Employment shall terminate on such date and (B) the remaining vested
   portion of the Option shall terminate ninety (90) days after the date of
   such Termination of Employment.
             
             (b)  
           Termination of Director
   Status.
             
               
         (i)       
       Retirement, Permanent Disability or Death. In
   the event the Optionee shall cease to be a director of the Company or any of
   its subsidiaries or affiliates (such event shall be referred to herein as
   the "Termination" of such director's "Status") by reason of retirement as a
   director, death or Permanent Disability, the provisions applicable to
   employees of the Company or any of its subsidiaries or affiliates set forth
   in Sections 2(a)(i) and 2(a)(ii) shall be applicable, as appropriate. As
   used in this Section 2(b)(i), if Optionee is a director of the Company or
   any of its subsidiaries, retirement of a director shall mean such director
   has completed his or her term(s) as a director of the Company or any of its
   subsidiaries in accordance with the charter and bylaws of the Company or any
   such subsidiary.
             
               
         (ii)       
       Other Termination. In the event the Optionee
   shall cease to be a director of the Company or any of its subsidiaries or
   affiliates for any other reason, the provisions applicable to employees of
   the Company or any of its subsidiaries or affiliates set forth in Section
    2(a)(iv) shall be applicable, as appropriate.
             
             (c)  
           Death Following
   Termination of Employment. Notwithstanding anything to the contrary in
   this Agreement, if Optionee shall die at any time after the Termination of
   his or her Employment or Status and prior to the Expiration Date, then the
   remaining vested but unexercised portion of the Option shall terminate on
   the earlier of the Expiration Date or the first anniversary of the date of
   such death.
             
             (d)  
           Acceleration of Option
   Upon a Change of Control. The Committee, in its
 sole discretion, may accelerate the exercisability of the Option at any time
   and for any reason. In addition, the Option shall fully vest with respect to
   all Option Shares immediately prior to a Change of Control (as hereinafter
   defined), provided that no such vesting shall occur (A) in the case of a
   Change of Control of the type described in (ii) or (iii) below, if a
   two-thirds majority of the members of the Company's Board of Directors
   affirmatively recommends such Change of Control to the Company's
   stockholders, or (B) in the case of a Change of Control of the type
   described in (i) or (v) below, if a two-thirds majority of the Company's
   Board of Directors approves such Change of Control. A "Change    of Control"
   shall mean the first to occur of the following events:
             
               
         (i)       
       any date upon which the directors of the Company who
   were nominated by the Board of Directors for election as directors and/or
   were elected by the holders of the Cumulative Convertible Participating
   Preferred Stock of the Company cease to constitute a majority of the
   directors of the Company;
             
               
         (ii)       
       a reorganization, merger or consolidation of the
   Company the consummation of which results in the outstanding securities of
   any class then subject to the Option being exchanged for or converted into
   cash, property and/or securities not issued by the Company,
             
               
         (iii)      
        the acquisition of substantially all of the
   property and assets of the Company by any person or entity;
             
               
         (iv)       
       the dissolution or liquidation of the Company; or
             
               
         (v)       
       the date of the first public announcement that any
   person or entity, together with all Affiliates and Associates (as such
   capitalized terms are defined in Rule 12b-2 promulgated under the Exchange
   Act) of such person or entity, shall have become the Beneficial Owner (as
   defined in Rule 13d-3 promulgated under the Exchange Act) of voting
   securities of the Company representing 35% or more of the voting power of
   the Company; provided, however, that the terms "person" and "entity," as
   used in this subsection (v), shall not include (x) the Company, any of its
   subsidiaries, The Carlyle Group and its Affiliates (y) any employee benefit
   plan of the Company or any of its subsidiaries, or (z) any entity holding
   voting securities of the Company for or pursuant to the terms of any such
   plan.
             
             (e)  
           Other Events Causing
   Termination of Option. Notwithstanding anything to the contrary in this
   Agreement, the Option shall terminate on the thirtieth day following the
   date of the consummation of either of the following events, or upon such
   later date as shall be determined by the Committee:
             
               
         (i)       
       the dissolution or liquidation of the Company;
             
               
         (ii)       
       the acquisition of substantially all of the property
   and assets of the Company by any person or entity, unless the terms of such
   acquisition shall provide otherwise.
           3. 
           
    Adjustments. In the event that the outstanding securities
   of the class then subject to the Option are increased, decreased or
   exchanged for or converted into cash, property or a different number or kind
   of shares or securities, or if cash, property, shares or securities are
   distributed in respect of such outstanding securities, in either case as a
   result of a reorganization,
 merger, consolidation, recapitalization, restructuring, reclassification,
   dividend (other than a regular, quarterly cash dividend) or other
   distribution, stock split, reverse stock split, spin-off or the like, or,
   subject to the other provisions of this Agreement, in the event that
   substantially all of the property and assets of the Company are sold, then,
   unless the terms of such transaction shall provide otherwise, the Committee
   shall make appropriate and proportionate adjustments in the number and type
   of shares or other securities or cash or other property that may thereafter
   be acquired upon the exercise of the Option; provided, however, that any
   such adjustments in the Option shall be made without changing the aggregate
   Exercise Price of the then unexercised portion of the Option.
           4. 
            Exercise.
   The Option shall be exercisable during Optionee's lifetime only by Optionee,
   by his or her guardian or legal representative, and after Optionee's death
   only by the person or entity entitled to do so under Optionee's last will
   and testament or applicable intestate law. The Option may only be exercised
   by the delivery to the Company of a written notice of such exercise pursuant
   to the notice procedures set forth in Section 6 hereof, which notice shall
   specify the number of Option Shares to be purchased (the "Purchased Shares")
   and the aggregate Exercise Price for such shares (the "Exercise  Notice"),
   together with payment in full of such aggregate Exercise Price in cash or by
   a cashier's or certified bank check payable to the Company; provided,
   however, that payment of such aggregate Exercise Price may instead be made,
   in whole or in part at, the election of the Optionee, either (A) by the
   delivery to the Company of a certificate or certificates representing shares
   of Common Stock, duly endorsed or accompanied by a duly executed stock
   powers, which delivery effectively transfers to the Company good and valid
   title to such shares, free and clear of any pledge, commitment, lien, claim
   or other encumbrance or (B) by authorizing the withholding by the Company of
   shares of Common Stock that otherwise would be issued to the Optionee as a
   result of the exercise of the Option (such shares to be valued in either
   case on the basis of the aggregate fair market value thereof on the date of
   such exercise), provided that (i) Optionee shall have obtained the prior
   written approval of the Committee to pay the Exercise Price pursuant to the
   methods set forth in clauses (A) or (B) of this Section 4 and (ii) the
   Company is not then prohibited from purchasing or acquiring such shares of
   Common Stock.
           5. 
            Payment of
   Withholding Taxes. If the Company is obligated to withhold an amount
   on account of any federal, state or local tax imposed as a result of the
   exercise of the Option, including, without limitation, any federal, state or
   other income tax, or any F.I.C.A., state disability insurance tax or other
   employment tax, then Optionee shall, concurrently with such exercise, pay
   such amount to the Company in cash or by cashier's or certified bank check
   payable to the Company; provided however, that payment of such amount may
   instead be made, in whole or in part, at the election of the Optionee, (A)
   either by the delivery to the Company of a certificate or certificates
   representing shares of Common Stock, duly endorsed or accompanied by a duly
   executed stock powers, which delivery effectively transfers to the Company
   good and valid title to such shares, free and clear of any pledge,
   commitment, lien, claim or other encumbrance or (B) by authorizing the
   withholding by the Company of shares of Common Stock that otherwise would be
   issued to the Optionee as a result of the exercise of the Option (such
   shares to be valued in either case on the basis of the aggregate fair market
   value thereof on the date of such exercise), provided that (i) the Company
   is not then prohibited from purchasing or acquiring such shares of Common
   Stock, and (ii) Optionee shall have obtained the prior written approval of
   the Committee to pay such amount pursuant to the methods set forth in
   clauses (A) or (B) of this Section 5.
           6. 
            Notices.
   Any notice given to the Company shall be addressed to the Company at 0000
   Xxxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Secretary, or
   at such other address as the Company may hereinafter designate in writing to
   Optionee. Any notice given to Optionee shall be sent to the address set
   forth below Optionee's signature hereto, or at such other address as
   Optionee may hereafter designate in writing to the Company. Any such notice
   shall be deemed duly given when sent by prepaid certified or registered mail
   and deposited in a post office or branch post office regularly maintained by
   the United States Government.
           7. 
            Stock Exchange
   Requirements; Applicable Laws. Notwithstanding anything to the
   contrary in this Agreement, no shares of stock purchased upon exercise of
   the Option, and no certificate representing all or any part of such shares,
   shall be issued or delivered if (a) such shares have not been admitted to
   listing upon official notice of issuance on each stock exchange upon which
   shares of that class are then listed or (b) in the opinion of counsel to the
   Company, such issuance or delivery would cause the Company to be in
   violation of or to incur liability under any federal, state or other
   securities law, or any requirement of any stock exchange listing agreement
   to which the Company is a party, or any other requirement of law or of any
   administrative or regulatory body having jurisdiction over the Company.
           8. 
           
    Nontransferability. Neither the Option nor any interest
   therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or
   otherwise transferred in any manner other than by will or the laws of
   descent and distribution.
           9. 
            1996 Plan.
   The Option is granted pursuant to the 1996 Plan, as in effect on the Date of
   Grant, and is subject to all the terms and conditions of the 1996 Plan, as
   the same may be amended from time to time; provided, however, that no such
   amendment shall deprive Optionee, without his or her consent, of the Option
   or of any of Optionee's rights under this Agreement provided that no such
   consent shall be required if the Committee determines in its sole discretion
   and prior to the date of any Change of Control that such amendment is not
   reasonably likely to significantly diminish the benefits provided under such
   Option, or that any such diminishment has been adequately compensated. The
   interpretation and construction by the Committee of the 1996 Plan, this
   Agreement, the Option and such rules and regulations as may be adopted by
   the Committee for the purpose of administering the 1996 Plan shall be final
   and binding upon Optionee. Until the Option shall expire, terminate or be
   exercised in full, the Company shall, upon written request therefor, send a
   copy of the 1996 Plan, in its then-current form, to Optionee or any other
   person or entity then entitled to exercise the Option.
           10. 
            Stockholder
   Rights. No person or entity shall be entitled to vote, receive
   dividends or be deemed for any purpose the holder of any Option Shares until
   the Option shall have been duly exercised to purchase such Option Shares in
   accordance with the provisions of this Agreement.
           11. 
            Employment
   Rights. No provision of this Agreement or of the Option granted
   hereunder shall (a) confer upon Optionee, if Optionee is an employee of the
   Company or any of its subsidiaries, any right to (i) continue in the
   employ of the Company or any of its subsidiaries or (ii) participate in
   any employee welfare or benefit plan or other program of the Company or any
   of its subsidiaries other than the 1996 Plan, (b) affect the right of the
   Company and each of its subsidiaries to terminate the employment of
   Optionee, with or without cause, (c) confer upon Optionee, if Optionee is an
   employee or director of any of the Company's affiliates, any right to
 continue his or her relationship with the Company notwithstanding that
   Optionee remains an employee or director of an affiliate of the Company, (d)
    if Optionee is an employee or director of an affiliate of the Company,
   affect the right of the Company to discontinue its relationship with such
   Optionee or Optionee's employer or (e) confer upon Optionee, if
   Optionee is a director of the Company or any of its subsidiaries, any right
   to continue as a director of the Company or any of its subsidiaries, if such
   Optionee's status as a director has otherwise terminated. The Optionee,
   if Optionee is an employee of the Company or any of its subsidiaries, hereby
   acknowledges and agrees that the Company and each of its subsidiaries may
   terminate the employment of Optionee at any time and for any reason, or for
   no reason, unless Optionee and the Company or such subsidiary are parties to
   a written employment agreement that expressly provides otherwise.
           12. 
            Governing Law.
   This Agreement and the Option granted hereunder shall be governed by and
   construed and enforced in accordance with the laws of the State of
   Delaware.
           IN WITNESS
   WHEREOF, the Company and Optionee have duly executed this Agreement as
   of the Date of Grant.
 
THE IT GROUP, INC.
 
 NON-QUALIFIED STOCK OPTION AGREEMENT
 
 Pursuant to the
 
 1996 STOCK INCENTIVE PLAN
  
ATTACHMENT A
  
  
 Optionee:
 Grant Number
 
 Date of Grant:
 
 No. of Shares Purchasable:
 
 Exercise Price Per Share:
 
 Expiration Date:
 
 Annual Vesting Rate:
  
  

 
The IT Group, Inc.
    Optionee
  
  
    By:
    Xxxxx X. Xxxx
   
   Secretary
    Name (Signature)
  
  
    Street Address
  
  
    City, State and Zip Code
  
  
    Social Security Number