Restricted Stock And Escrow Agreement (long Term)

EXHIBIT 10(iii)49


THE IT GROUP, INC.
RESTRICTED STOCK AND ESCROW AGRREMENT


This RESTRICTED STOCK AND ESCROW AGREEMENT (This "Agreement") is entered into as of January 2, 2001 by and between a Delaware corporation (the "Company"), and _________________________ ("Employee").


RECITALS


WHEREAS, the Company has adopted the 1996 Stock Incentive Plan (the "Plan") under which eligible employees may be issued an award (the "Restricted Stock Award") to purchase restricted shares of Common Stock, $.01 par value, of the Company (the "Common Stock") on the terms and conditions set forth herein; and


WHEREAS, the Compensation Committee of the Board of Directors, has determined that its interests will be advanced by the issuance to the Employee of a restricted stock award which is not issued under any plan but which for all purposes of interpretation and administration shall be treated as if granted under the Plan; and


WHEREAS, these awards were not granted under any plan but for all purposes of interpretation and administration shall be treated as if granted under the Plan, and capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Plan (as such term is hereinafter defined).


NOW THEREFORE, by executing this Restricted Stock and Escrow Agreement and for and in consideration of these premises, Employee agrees that this Agreement shall be treated, interpreted and administered as if granted under the Plan, that all terms not defined in this Agreement shall have the meaning provided for under the Plan and, Employee further agrees as follows:


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:


1. Grant Restricted Stock
----------------------
The Company hereby grants to Employee, and Employee hereby acquires
from the Company ___________ shares of restricted Common Stock (the
"Shares").


2. Deposit of Certificate
----------------------
Concurrently with the execution hereof, Employee consents to the
delivery to the Company, to be held in escrow by the Company, of
the certificate or certificates evidencing the Shares and agrees to
execute and deliver to the Company undated stock powers and other
instruments of transfer duly executed in favor of the Company by
Employee. Employee acknowledges that the certificates evidencing
the Shares may have affixed a legend including in the form of
Exhibit A hereto.


3. Vesting
-------
Subject to earlier vesting pursuant to Paragraph 4(c) or Paragraph
11 hereof, the Shares shall be subject to the restrictions set
forth in Paragraph 4 hereof until the Shares fully vest. Twenty-
five (25%) percent of the Shares awarded shall vest and the
restrictions thereon shall terminate January 2 each year through
____, commencing January 2, ____.


The period during which some or all of the Shares are subject to
such restrictions is referred to as the "Restricted Term."


4. Restrictions on Transfer; Repurchase of Restricted Stock
--------------------------------------------------------
(a) During the Restricted Term, the Shares may not be sold,
assigned, transferred, hypothecated or otherwise disposed of
or encumbered, other than by will or by the laws of descent
and distribution, and are subject to forfeiture to the
Company as set forth herein.


(b) In the event of the termination of the employment of
Employee with the Company or any subsidiary of the Company
for any reason other than those contemplated by Paragraph
4(c), unless the Restricted Term has expired prior to such
termination of employment, the Shares shall be forfeited to
the Company for consideration and Employee shall
automatically cease to have any rights in and to the Shares.


(c) If Employee (i) ceases to be an employee of the Company due
to his retirement in accordance with the Company's then
applicable retirement policy and practices or (ii) shall
have a Permanent Disability or die while an employee of the
Company, the conditions imposed on the Shares related to
continuous employment of the Employee set forth in Paragraph
3 shall be deemed to have been satisfied. Any unvested
Shares shall thereafter vest and the restrictions thereon
shall terminate. "Permanent Disability" shall mean the
inability in 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. Employee shall
not be deemed to have a Permanent Disability until proof of
the existence thereof shall have been furnished to the
Committee (as such term is defined in Paragraph 7
hereinafter) in such


form and manner, and at such times, as the ...