Restricted Stock And Escrow Agreement

EXHIBIT 10(iii)7


THE IT GROUP, INC.
RESTRICTED STOCK AND ESCROW AGRREMENT


1996 STOCK INCENTIVE PLAN


This RESTRICTED STOCK AND ESCROW AGREEMENT (This "Agreement") is entered into as of _____________ by and between a Delaware corporation (the "Company"), and ________________ ("Employee"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Plan (as such term is hereinafter defined).


RECITALS


The Compensation Committee of the Board of Directors, which administers the Company's 1996 Stock Incentive Plan (the "Plan"), has granted to Employee on ___________, as a separate inducement in connection with his or her employment with the Company, and not in lieu of any salary or other compensation for his or her services, 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.


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 will have affixed a legend 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


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Shares awarded shall vest and the restrictions thereon shall
terminate January 1 each year through ____, commencing January 1,
____.


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 Committee may require. Any determination by the
Committee that Employee does or does not have a Permanent
Disability shall be final and binding upon the Company and
Employee.


5. Voting and Other Rights
-----------------------
During the Restricted Term, Employee shall, except as otherwise
provided herein, have all the rights of a stockholder with respect
to all of the Shares, including, without limitation, the right to
vote such Shares and the right t ...