Incentive Stock & Escrow Agreement, 2000

THE IT GROUP, INC.


INCENTIVE STOCK AND ESCROW AGRREMENT


2000 STOCK INCENTIVE PLAN


This INCENTIVE STOCK AND ESCROW AGREEMENT (this "Agreement") is entered into as of ________ ___, 200_ by and between a Delaware corporation (the "Company"), and `First' `Last' ("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 2000 Stock Incentive Plan (the "Plan"), has granted to Employee on ______ __, 200_, 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 "Incentive 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 and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


1. Grant Incentive Stock
---------------------


The Company hereby grants to Employee, and Employee hereby acquires
from the Company `Stock' shares of restricted Common Stock (the
"Shares"). By executing this Agreement, Employee hereby agrees to be
bound by the terms of this Agreement and the Plan.


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 including in the form of Exhibit A
hereto.


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3. Vesting
-------


Subject to earlier vesting pursuant to Paragraph 4(c) or Paragraph 13
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 1 each year through [2004], commencing
January 1, [2001].


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 Incentive Stock
-------------------------------------------------------


(a) Except as expressly allowed by the Plan, during the 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 that are not then vested shall be
forfeited to the Company for no 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 thereupon 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.


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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 to receive all dividends
or other distributions, if any, with respect to such Shares.


6. Delivery of Certificates
------------------------


Upon the termination of the Restricted Term, the Company shall
deliver to Employee all stock certificates and related
instruments of transfer evidencing the Shares vested pursuant to
Paragraph 3 and all restrictions set forth in Paragraph 4 hereof
with respect to such Shares shall terminate.


7. Administration of Plan
----------------------


This Plan shall be administered by the Compensation Committee of
the Board of Directors of the Company (the "Committee"). Subject
to the provisions of this Plan, the Committee shall be authorized
and empowered to do all things necessary or desirable in
connection with the administration of this Plan, including,
without limitation, the following:


(i) adopt, amend and rescind rules and regulations relating to
the Plan;


(ii) determine which persons are eligible to receive Incentive
Stock Awards and to which of such persons, if any,
Incentive Stock Awards shall be granted;


(iii) grant Incentive Stock Awards to Employees and determine
the terms and conditions thereof, including the number of
restricted shares issuable pursuant thereto;


(iv) determine whether, and the extent to which, adjustments
are required pursuant to Paragraph 11 hereof; and


(v) interpret and construe the Plan and the terms and
conditions of all Awards granted under the Plan.


8. Employment Rights
-----------------


No provision of this Agreement or of the Incentive Stock Award
granted hereunder shall (a) confer upon Employee any right to
participate in any employee welfare or benefit plan or other program
of the Company or any of its subsidiaries (other than the 2000 Plan
pursuant to this Incentive Stock Award), (b) affect the right of the
Company and each of its subsidiaries to terminate the employment of
Employee (and Employee agrees that the Company and each of its
subsidiaries may terminate the employment of Employee with or


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without cause at any time unless Employee and the Company or such
subsidiary are parties to a written employment agreement that
expressly provides otherwise), (c) confer upon Employee, if Employee
is a director of any of the Company's affiliates, any right to
continue his or her relationship with the Company notwithstanding that
Employee remains an employee or director of su ...