Exhibit 10
(iii) 51.
EXHIBIT
A
THE IT GROUP,
INC.
PROMISSORY
NOTE
[Amount of
Loan]
[City,
State]
[Month, Day,
Year]
FOR VALUE RECEIVED,
the undersigned (“Borrower”) hereby promises to pay to THE IT
GROUP, INC. (the “Company”) the principal amount of $
, together with interest
(compounded semiannually) from the date hereof on the unpaid balance of such
principal amount at the rate set forth in Section 1 hereof, on
(the “Maturity Date
”),
PROVIDED that such
Maturity Date may be extended or accelerated pursuant to Article 7 of the IT
Group, Inc. Executive Stock Ownership Program (the “Program”) and
as summarized in Section 5 herein. Payment of the principal amount of this
Promissory Note and interest thereon shall be made at the office of the
Company in Monroeville, Pennsylvania or at such other location in the United
States of America as shall be designated by the Company in writing to
Borrower. Such payment shall be made in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
This Promissory Note
is being issued pursuant to the Program, for the purpose of financing the
purchase of certain shares of securities of the Company (the “Purchased
Shares”) being acquired by Borrower in accordance with the Ownership
Guidelines as defined under the Program. Capitalized terms used but not
otherwise defined in this Promissory Note that are defined in the Program
shall have the meanings specified in the Program.
1. INTEREST.
Interest shall accrue on the unpaid principal
balance of the Promissory Note at the applicable federal rate in effect on
, 199
, which was
percent (
%) per annum, compounded semiannually. Such interest
shall be payable only on the Maturity Date or upon acceleration of this
Promissory Note pursuant to Section 4 or 5 hereof.
2. FULL RECOURSE.
This Promissory Note shall be the personal
obligation of Borrower and the Company shall be entitled to full recourse
against Borrower for performance and satisfaction of all obligations of
Borrower hereunder.
3. COVENANTS OF
BORROWER. Upon receipt of the proceeds of this
Promissory Note, Borrower shall apply all such proceeds towards the purchase
of the Purchased Shares.
4. VOLUNTARY
PREPAYMENTS. Borrower may, at his option, prepay
at any time all or any portion of the principal amount of this Promissory
Note then outstanding, together with any and all accrued interest thereon
through the date of such prepayment, without premium or penalty.
EXHIBIT
A
THE IT GROUP,
INC.
PROMISSORY
NOTE
5. ACCELERATION OF
MATURITY DATE.
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(a) Termination
of Employment of Borrower. In the event
Borrower’s employment is terminated for Cause prior to the Maturity
Date, the outstanding interest and principal payments under this
Promissory Note shall become immediately due and payable on the
Termination Date. In the event Borrower terminates his or her employment
with the Company and all affiliates voluntarily prior to the Maturity
Date, any outstanding interest and principal payments under this
Promissory Note shall become immediately due and payable on the
Termination Date. Subject to Section 5(d), below, in the event Borrower
’s employment is terminated involuntarily (other than for Cause) by
the Company or an affiliate prior to the Maturity Date, any outstanding
interest and principal payments under this Promissory Note shall become
due and payable no later than seven (7) months following the Termination
Date.
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(b) Retirement
of Borrower. In the event Borrower
’s employment terminates on or after his or her Retirement Date prior
to the Maturity Date, any outstanding balance (including accrued and
unpaid interest) under this Promissory Note shall become due and payable
no later than thirteen (13) months following the Retirement
Date.
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(c) Death or
Disability of Borrower. In the event
Borrower dies or becomes Permanently Disabled prior to the Maturity Date,
any outstanding balance (including accrued and unpaid interest) under this
Promissory Note shall become due and payable no later than thirteen (13)
months following the date of death or the Disability Date.
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(d) Change of
Control. In the event an involuntary
termination of employment, other than for Cause, occurs within 18 months
of a Change of Control prior to Maturity Date, any outstanding balance
(including accrued and unpaid interest) under this Promissory Note shall
become immediately due and payable on the Termination Date.
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6. NOTICES.
All notices and other communications required or permitted
to be given under this Promissory Note shall be in writing and shall be
deemed to have been duly given if delivered personally or by inter-office
mail as follows, if to the Company, Corporate Secretary, The IT Group, Inc.,
2790 Mosside Boulevard, Monroeville, PA 15146-2792; if to Borrower, at the
address set forth at the end of this Promissory Note, or to such other
address as either party shall have last designated by notice to the other
party. All such notices and communications shall be deemed to have been
received on the earlier of the date of receipt and the third business day
after the date of mailing thereof.
EXHIBIT
A
THE IT GROUP,
INC.
PROMISSORY
NOTE
7. AMENDMENTS.
No amendment of this Promissory Note shall be
effective unless in writing and signed by Borrower and the
Company.
8. WAIVER.
Borrower, for himself and his legal representatives and
successors, hereby expressly waives presentment, demand, notice, protest,
and all other demands or notices in connection with the delivery,
acceptance, endorsement, performance, default, or enforcement of this
Promissory Note.
9. NO SET-OFF.
This Promissory Note is not subject to set-off for
any amounts for any reason.
10. EFFECT OF DELAY
OR OMISSION. No delay or omission of the Company
in exercising any right or remedy hereunder shall constitute a waiver of any
such right or remedy.
11. COSTS OF
COLLECTION. Borrower will pay all costs and
expenses of collection, including reasonable attorneys’ fees, incurred
or paid by the Company in enforcing this Promissory Note or its rights under
the Pledge Agreement or the obligations hereby or thereby evidenced, to the
extent permitted by law.
12. GOVERNING
LAW. This Promissory Note, shall be governed by
and construed and enforced in accordance and with the laws of the State of
Delaware, without regard to the application of the conflicts of law
provisions thereof.
13. HEADINGS.
The section and paragraph headings hereof are for
convenience of reference only and shall not be deemed to construe or affect
the meaning of any of the provisions hereof.
IN WITNESS WHEREOF, Borrower has executed this Promissory Note as of
the date first above written.
| THE IT GROUP,
INC. |
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BORROWER |
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| By:
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Name
(Signature) |
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| Title: Senior
Vice President, Human Resources |
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Street
Address |
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City, State and Zip
Code |
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Social Security
Number |
