EXHIBIT 10(iii) 4
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(PORTION)
INTERNATIONAL TECHNOLOGY CORPORATION
Waiver
This Waiver is entered into and agreed to between International
Technology Corporation, a Delaware corporation (the "Company"), and each
of the non-employee directors (the "Non-Employee Directors") of the
Company set forth on the signature page hereto, with each such
Non-Employee Director acting in his capacity as a holder of certain
options to purchase Common Stock of the Company awarded under the Plan (as
defined below).
RECITALS
WHEREAS, each of the undersigned Non-Employee Directors has received
the number of non-employee director options set forth opposite such
Non-Employee Director's name on the signature page pursuant to the terms
of the Company's 1991 Stock Incentive Plan (the "Plan") and the agreements
evidencing the Options thereunder (the "Option Agreement");
WHEREAS, the Plan and each respective Option Agreement contains
certain provisions relating to the acceleration of the vesting of such
stock options upon a terminating event (as described in the Plan and the
Option Agreement), such that such stock options would become exercisable
in full upon the acquisition of more than 35% of the voting power of the
Company;
WHEREAS, the Company has entered into a Securities Purchase Agreement
(the "Carlyle Agreement") with The Carlyle Group ("Carlyle") pursuant to
which certain affiliates of Carlyle would, among other things, purchase
preferred stock of the Company representing more than 35% of the voting
power of the Company, which transaction, when consummated, would be a
terminating event under the Plan resulting in the acceleration of stock
options of all non-employee directors of the Company who own stock
options; and
WHEREAS, as a condition to the consummation of the transactions (the
"Carlyle Transactions") contemplated by the Carlyle Agreement, Carlyle is
requiring that the Non-Employee Directors waive, and the undersigned
Non-Employee Directors are willing to waive, their respective rights to
any such acceleration resulting from the consummation of the Carlyle
Transactions.
AGREEMENT
1. Each of the undersigned Non-Employee Directors hereby waives the
acceleration of the exerciseability of such Non-Employee Directors' stock
options set forth on the signature page hereto that would otherwise occur
pursuant to the terms of the Plan and the Option Agreement as a result of
the consummation of the Carlyle Transaction.
2. Except as provided herein, the terms of options will otherwise
remain unchanged.
This Waiver may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Waiver has been executed effective as of November 20, 1996 by
the Company and each of the Non-Employee Directors set forth below.
Shares of Common Stock Subject to
Non-Employee Director Non-Employee Director Options
--------------------- ---------------------------------
/s/XXXXXX X. XXXXX
______________________
Xxxxxx X. Xxxxx 12,500 shares
/s/XXXXX X. XXXXXX
______________________
Xxxxx X. Xxxxxx 15,000 shares
/s/XXXXX X. XXXXXXXXXX
______________________
Xxxxx X. Xxxxxxxxxx 7,500 shares
/s/E. XXXXXX XXXXXX
______________________
E. Xxxxxx Xxxxxx 17,500 shares
/s/W. XXXXX XXXXXX
______________________
W. Xxxxx Xxxxxx 17,500 shares
/s/XXXXX X. XXXXXX
______________________
Xxxxx X. XxXxxx 10,000 shares
/s/XXXXX X. XXXXX
______________________
Xxxxx X. Xxxxx 15,000 shares
/s/XXXX X. XXXXX
______________________
Xxxx X. Xxxxx 10,000 shares
INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/ XXXXXXX X. XXXXXX
___________________________
Xxxxxxx X. XxXxxx
President and Acting Chief Executive Officer
