EX-10.14 19 d379286dex1014.htm DEFERRED GRANT AGREEMENT BETWEEN BRIGHT HORIZONS AND ELIZABETH BOLAND BRIGHT HORIZONS FAMILY SOLUTIONS, INC. DEFERRED GRANT AGREEMENT
Exhibit 10.14
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
THIS DEFERRED GRANT AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of May, 2008 (the “Grant Date”), by and between Bright Horizons Family Solutions, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Xxxxxxxxx X. Xxxxxx (the “Grantee”).
(a) The Company grants as of May 29, 2008, (the “Effective Date”) the amount of Two Hundred Fifty-three Thousand and No/100 Dollars ($253,000) (the “Grant”), on the terms and conditions set forth in this Agreement and subject to all provisions of the Agreement. The Grantee shall not have any of the rights to payment under the Grant until all of the terms and conditions of this Agreement have been fully satisfied.
(b) The Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal, state or other taxes are withheld or collected from the Grantee.
(b) Other. If not previously vested upon termination of Grantee’s employment with the Company (i) by reason of death, (ii) as a result of Disability, (iii) by Grantee for Good Reason, or (iv) by the Company for any reason other than for Cause, then the Grant shall automatically become vested in full immediately prior to such termination of employment.
(c) Definitions. The following terms shall have the following meanings:
(i) | “Cause” shall mean (A) if the Grantee is party to an employment or severance-benefit agreement that contains a definition of “Cause,” the definition set forth in such agreement, or (B) if the Grantee is not a party of any employment or severance-benefit agreement with the Company referred to in clause (A), (1) a material breach by the Grantee of the Grantee’s duties and responsibilities, or (2) the commission by the Grantee of a felony involving moral turpitude, or (3) the commission by the Grantee of theft, fraud, embezzlement, material breach of trust or any material act of dishonesty involving the Company or its subsidiaries, or (4) a significant violation by the Grantee of the code and conduct of the Company or its subsidiaries or of any statutory or common law duty of loyalty to the Company or its subsidiaries. |
(ii) | “Change of Control” shall have the meaning set forth in the Company’s 2008 Equity Incentive Plan as in effect on the date hereof. |
(iii) | “Disability” shall mean a disability that would entitle the Grantee to long-term disability benefits under the Company’s long-term disability plan to which the Grantee participates. |
(iv) | “Good Reason” means any material diminution in Grantee’s base salary, bonus opportunity, position or nature or scope of responsibilities (other than by inadvertence) or any material reduction in Grantee’s benefits that uniquely and disproportionately affects Grantee, in each case occurring without Grantee’s consent and as to which (A) Grantee has provided written notice to the Board within thirty (30) days of the date on which Grantee knew or reasonably should have known of such diminution or reduction, which notice shall set forth in reasonable detail the nature of such Good Reason, (B) the Board shall not have remedied such diminution or reduction within thirty (30) days of receiving such written notice, and (C) Grantee shall have terminated Grantee’s employment within ten (10) days after the Board’s failure to remedy such diminution or reduction. Termination of employment for Good Reason is intended to be an involuntary separation of service for purposes of Section 409A of the Code, and shall be construed accordingly. |
To the Company: | Bright Horizons Family Solutions, Inc. | |
000 Xxxxxxx Xxxxxx Xxxxx | ||
Xxxxxxxxx, Xxxxxxxxxxxxx 00000 | ||
Attn: Corporate Secretary | ||
To the Grantee: | The address then maintained with respect to the Grantee in the Company’s records. |
6. Governing Law. This Agreement, including the Grant made hereunder, and any controversy arising out of or relating to this Agreement or such Grant shall be governed by and construed in accordance with the Delaware General Corporation Law as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Deferred Grant Agreement to be duly executed effective as of the day and year first above written.
Company | BRIGHT HORIZONS FAMILY SOLUTIONS, INC. | |||||
By: | /s/ XXXXXXX XXXXXX | |||||
Name: | Xxxxxxx Xxxxxx | |||||
Title: | Chief Administrative Officer | |||||
Grantee | /s/ XXXXXXXXX X. XXXXXX | |||||
Name: | Xxxxxxxxx X. Xxxxxx |