Preview | Contract Termination Agreement |

This Contract Termination Agreement (hereinafter the Agreement) is entered into by Philip Strawbridge (hereafter Strawbridge), an individual, and The IT Group, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively referred to as the Company).

A. WHEREAS, Strawbridge has been employed by the Company, and has held the position of Sr. Vice President of The IT Group, Inc. and IT Corporation, as well as serving as an officer of other affiliates and subsidiaries of the Company; and

B. WHEREAS, Strawbridge and the Company had agreed that Strawbridge would be entitled to a contract of employment similar to that of other similarly situated senior executives; and

C. WHEREAS, Strawbridge and the Company wish to terminate Strawbridges contract of employment and his entitlements to compensation and benefits, and to provide for the termination of the employment relationship;

D. NOW, THEREFORE, in consideration of the aforementioned recitals and the mutual covenants and conditions set forth below, the sufficiency of which consideration is hereby acknowledged, Strawbridge and the Company hereby agree as follows:

1. Resignation and Termination of Employment. Effective as of July 29, 1999 (the Resignation Date), Strawbridge resigns as an officer and effective September 27, 1999, Strawbridges employment with the Company is terminated. Strawbridge irrevocably gives up whatever rights he has, if any, to continued employment with the Company except as may be expressly provided herein. The Company accepts Strawbridges resignation, and has informed Strawbridge prior to his execution of this Agreement that it will not permit Strawbridge to withdraw his resignation. Strawbridge shall perform no further duties for the Company after July 29, 1999 except such duties as may arise under the terms of this Agreement.

2. Contract Termination and Payment. In consideration for the promises and covenants herein set forth, the contract of employment is terminated and Company shall pay to Strawbridge $251,882.82 (the Contract Termination Payment) in a lump sum, without payroll deductions. This Contract Termination Payment shall be payable seven (7) days after the signature and acceptance of this Agreement by both Strawbridge and Company. This Contract Termination Payment is in lieu of and extinguishes all rights or claims to any other payment except as expressly provided herein. Strawbridge agrees that he has been fully paid for any and all accrued and vested wages and benefits to the date of his execution of this Agreement.

3. Paid Time Off. Pursuant to his resignation, Company has paid to Strawbridge all accrued salary and vacation pay, less normal payroll deductions, upon the termination of his employment with Company, except for the sum of $13,461.50 which represents 100 hours of Paid Time Off carried over from OHM. Vacation and Paid Time Off benefits will cease to accrue after that date.

a. Strawbridges eligibility to participate in the Companys Benefit Programs shall terminate upon termination of his employment. The parties acknowledge that Strawbridge is eligible to continue to elect continuation of such group coverages in accordance with the Consolidated Omnibus budget Reconciliation Act of 1985 (COBRA) for himself and any covered dependents upon his resignation from the Company. Strawbridge has received notice from Company of such rights and the cost to him for such continued coverages. The Company shall pay to Strawbridge the lump sum of $11,159.00, less payroll deductions, for these COBRA costs, which shall be payable seven (7) days after the signature and acceptance of this Agreement by both Strawbridge and Company.

b. In further consideration of the promises and releases contained herein, Company shall pay to Strawbridge the lump sum of $25,000.00, which represents a payment on account of Strawbridges career transition or outplacement costs.