DEVRY INC INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT
99.2
THIS
AGREEMENT, dated as of the {enter date of agreement} and entered into by and
between DeVry Inc., a Delaware corporation (the “Company”), and «Participant»
(the
“Participant”),
WITNESSETH
THAT:
WHEREAS,
the Company maintains the DeVry Inc. 2003 Stock Incentive Plan (the “Plan”);
and
WHEREAS,
the Participant is an employee of the Company or one of its subsidiaries and
was
selected by the Company’s Plan Committee (the “Committee”) to receive the grant
of an option under the Plan; and
WHEREAS,
this Agreement is intended to set forth the terms and conditions of such
option.
NOW,
THEREFORE, IT IS AGREED, by and between the parties hereto, as
follows:
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1. Grant;
Option Price.
In
accordance with the provisions of the Plan, the Participant has been
granted an option to purchase a total of «Shares»
shares of common
stock of the
Company (“Common Stock”). The purchase price of each share of Common Stock
subject to this Agreement shall be ${enter
price}.
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| 2. |
Term
of Option; Expiration Date.
The right to exercise the option shall be subject to the terms and
conditions of the Plan and this Agreement, shall be exercisable no
earlier
than the date first above written, and shall expire, notwithstanding
anything to the contrary in the attached Notice of Grant of Stock
Options
and Option Agreement (the “Notice”), upon the earlier of the
following:
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(a) {enter
10
yr expiration date}; or
(b)
the date which is
90 days after the Participant’s employment with the Company or its subsidiaries
terminates for any reason.
| 3. |
Vesting.
The option shall first become exercisable in accordance with the
schedule
in the Notice. Notwithstanding any other provisions of this Agreement
or
the Plan, in no event shall the aggregate Fair Market Value (as defined
in
the Plan and determined as of the date the option was granted) of
the
shares of Common Stock with respect to which an incentive stock option
is
exercisable for the first time by a Participant during any calendar
year
(under all plans of the Company and its subsidiaries) exceed
$100,000.
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| 4. |
Accelerated
Vesting.
Subject to the provisions of paragraph 3, the option shall become
fully
exercisable (or become fully vested) if, prior to the expiration
date
determined pursuant to paragraph 2, the Participant’s employment with the
Company or its subsidiaries is terminated due to Retirement (as defined
below) or, if, while the Participant is employed by the Company or
its
subsidiaries, (a) the Participant dies, (b) the Participant becomes
Disabled (as defined below), or (c) a Change in Control (as defined
below)
occurs. For purposes of this
Agreement:
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| (1) |
a
Participant’s employment shall be considered to have been terminated due
to “Retirement” if his termination occurs on or after the date on which he
attains age 60 and completes at least 10 years of
service;
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| (2) |
a
Participant shall be considered to be “Disabled” if he is determined by
the Plan Committee to be disabled and eligible to receive long-term
disability benefits if Participant were a participant in the Company’s
long-term disability plan, regardless of whether the Participant
is an
actual participant in such plan; and
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|
(3) a “Change of Control” shall occur upon the first to occur of the
following events:
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(i)
the
sale
or disposition by the Company of all or substantially all of the assets of
the
Company (or any transaction having a similar effect);
(ii) the
consummation of a merger or consolidation of the Company with any other entity
other than (A) a merger or consolidation which would result in the voting
interests of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
interests of the surviving entity) at least 50% of the combined voting power
of
the voting interests of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction); or
(iii)
the
acquisition, other than from the Company, by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (within
the meaning of Rule13d-3 promulgated under the Exchange Act) of 50% or more
of
the then outstanding voting interests of the Company but excluding, for this
purpose, any such acquisition by the Company or any of its affiliates, or by
any
employee benefit plan (or related trust) of the Company or any of its
affiliates.
| 5. |
Exercise.
After the option becomes exercisable pursuant to paragraph 3 or 4
above,
and prior to the Expiration Date, the option may be exercised in
whole or
in part by filing a written notice with the Secretary of the Company
at
its corporate headquarters. Such notice shall specify the number
of shares
of Common Stock that the Participant elects to purchase and shall
be
accompanied by payment of the purchase price for such shares of Common
Stock indicated by the Participant’s election. Subject to the provisions
of the following sentence, payment of the purchase price (including
any
applicable withholding taxes) shall be by cash or by certified or
cashier’s check payable to the Company. At the Participant’s election, all
or a portion of such purchase price may be paid by delivery of shares
of
Common Stock of the Company having an aggregate Fair Market Value
(as that
term is defined in the Plan) that is equal to the amount of cash
that
would otherwise be required and that have been held by the Participant
for
at least six months.
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| 6. |
Administration.
The authority to manage and control the operation and administration
of
this Agreement shall be vested in the Committee, subject to approval
of
the Compensation Committee of the Company’s Board of Directors, and the
Committee and the Compensation Committee shall have all of the powers
with
respect to this Agreement as with respect to the Plan. Any interpretation
of, or decision with respect to, this Agreement made by the Committee,
subject to the approval of the Compensation Committee, shall be final
and
binding on all persons.
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| 7. |
Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms
of
this Agreement shall be subject to the terms of the Plan, a copy
of which
may be obtained by the Participant from the office of the Secretary
of the
Company.
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| 8. |
Successors.
This Agreement shall be binding upon and inure to the benefit of
any
assignee or successor in the in the interest of the Company, and
shall be
binding upon and inure to the benefit of any estate, legal representative,
beneficiary or heir of the
Participant.
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| 9. |
Participant
and Shareholder Status.
This Agreement does not constitute a contract of continued service
and
does not give the Participant the right to be retained as an employee
of
the Company. This Agreement does not confer upon the Participant
any right
as a shareholder of the Company prior to the issuance of Common Stock
pursuant to the exercise of the
option.
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| 10. |
Amendment.
This Agreement may be amended by written agreement of the Participant
and
the Committee, subject to the approval of the Compensation
Committee.
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| 11. |
Defined
Terms.
Unless the context clearly implies or indicates the contrary, a word,
term
or phrase used or defined in the Plan is similarly used or defined
for
purposes of this Agreement.
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IN
WITNESS WHEREOF, the Participant has hereunto set his hand or her hand and
the
Company has caused these presents to be executed in its name and on its behalf,
all as of the date first above written.
_______________________________
«Participant»
____________________________________
{enter
signature name for Plan Committee}
