FORM OF NON-QUALIFIED STOCK OPTION PLAN
Exhibit 10
(iii) 50.
THE IT GROUP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
Pursuant to
the
EXECUTIVE STOCK
OWNERSHIP PROGRAM AND
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. Capitalized terms used but not otherwise defined in this
Agreement that are defined in the Program (as defined below) shall have the
meanings specified in the Program.
WHEREAS, Optionee is an officer of the
Company or any of its subsidiaries or affiliates; and
WHEREAS, pursuant to the Company’s
Executive Stock Ownership Program (the “Program”) and 1996 Stock
Incentive Plan (the “1996 Plan”), the committee of the Board of
Directors of the Company administering the Program and 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
agree as follows:
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| 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 or 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.
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| 2.
| Vesting.
Upon the satisfaction of certain time or performance-based criteria as
set forth in Attachment A, the Option shall become exercisable to purchase
(“vest with respect to”) that number of Option Shares (rounded
to the nearest whole share) specified in Attachment A. Any Option which
has not vested prior to the Expiration Date shall expire on such
Expiration Date.
THE IT GROUP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
Pursuant to
the
EXECUTIVE STOCK
OWNERSHIP PROGRAM AND
THE 1996 STOCK
INCENTIVE PLAN
3.
Acceleration and Termination of Option.
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| (a)
| Termination
of Employment of Optionee. In the event
Optionee’s employment is terminated for Cause, all vested and
unvested Options shall expire immediately on the Termination Date. In the
event Optionee terminates his or her employment with the Company and all
affiliates voluntarily, all vested and unvested Options shall expire
immediately on the Termination Date. Subject to Section 3(d), below, in
the event Optionee’s employment is terminated by the Company or an
affiliate involuntarily (other than for Cause), all vested Options shall
expire six (6) months following the Termination Date and any unvested
Options shall be eligible for vesting for six (6) months following the
Termination Date. Any Option which has not vested during such six (6)
months following the Termination Date shall expire.
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| (b)
| Retirement of
Optionee. In the event Optionee’s
employment with the Company and all affiliates terminates on or after his
or her Retirement Date, all vested Options shall expire on the second
anniversary of the Optionee’s actual date of retirement. Any unvested
Options shall be eligible for vesting for twelve (12) months following the
Retirement Date. Any Option which has not vested during such twelve (12)
months following the Retirement Date shall expire.
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| (c)
| Death or
Disability of Optionee. In the event
Optionee dies or becomes Permanently Disabled, all vested Options shall
expire at the end of the original term and any unvested Option shall be
eligible for vesting until the end of the original term.
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| (d)
| Change of
Control. In the event of an involuntary
termination of employment, other than for Cause, within 18 months
following a Change of Control, all vested Options shall expire at the end
of their original term and any unvested Option shall become immediately
vested on such Termination Date and then expire at the end of the original
term. The Committee, in its sole discretion, may accelerate the
exercisability of the Option at any time and for any reason.
4.
| 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,
THE IT GROUP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
Pursuant to
the
EXECUTIVE STOCK
OWNERSHIP PROGRAM AND
THE 1996 STOCK
INCENTIVE PLAN
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| shares or
securities are distributed in respect of such outstanding securities, in
either case a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, divided (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.
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| 5.
| 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 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 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.
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| 6.
| 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
THE IT GROUP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
Pursuant to
the
EXECUTIVE STOCK
OWNERSHIP PROGRAM AND
THE 1996 STOCK
INCENTIVE PLAN
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| 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
payment to the Company; provided, however, that payment of such amount may
instead be made, in whole or in part, at the election of 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 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 6.
7.
| Notices. Any notice given to
the Company shall be addressed to the Company at 0000 Xxxxxxx Xxxxxxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Corporate Secretary or Senior
Vice President, Human Resources, 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 hereinafter
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.
8.
| 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; provided, however,
the Company may, at its option, issue or
THE IT GROUP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
Pursuant to
the
EXECUTIVE STOCK
OWNERSHIP PROGRAM AND
THE 1996 STOCK
INCENTIVE PLAN
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| sell unregistered
stock hereunder, and Optionee hereby waives any and all rights arising out
of or related to issuance or sale.
9.
| 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.
10.
| The Program
and 1996 Plan. The Option is granted
pursuant to the Program and 1996 Plan, as in effect on the Date of Grant,
and is subject to all the terms and conditions of the Program and 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 Program and 1996 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by
the Committee for the purpose of administering the Program and 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 Program and 1996 Plan, in their then-current
form, to Optionee or any other person or entity then entitled to exercise
the Option.
11.
| 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.
12.
| 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 of any of the
Company’s affiliates, any right to continue his or her relationship
with the Company notwithstanding that
THE IT GROUP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
Pursuant to
the
EXECUTIVE STOCK
OWNERSHIP PROGRAM AND
THE 1996 STOCK
INCENTIVE PLAN
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| Optionee remains an
employee of an affiliate of the Company, or (d) if Optionee is an employee
of an affiliate of the Company, affect the right of the Company to
discontinue its relationship with such Optionee or Optionee’s
employee. Optionee 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.
13.
| Setoff. The Company
shall have the right to setoff any Option or other amount due hereunder
against any amount owed by Optionee to Company.
14.
| 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.
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