Exhibit 10.5
DIRECTOR STOCK
OPTION AGREEMENT
PREMIER RESEARCH WORLDWIDE, LTD.
Dated February 27, 1997 and delivered by Premier Research Worldwide,
Ltd., a Delaware corporation (the "Company"), to Xxxxxx Xxxxxxxx (the
"Optionee"), a member of the Board of Directors of the Company.
1. Grant. The Company hereby grants to the Optionee, pursuant to the
Company's 1996 Stock Option Plan (the "Plan"), an option (the "Option") to
purchase an aggregate of 4,402 shares of the common stock, $.01 par value (the
"Common Stock"), of the Company, subject to the terms and provisions set forth
herein and in the Plan. The option exercise price equals $22.125, subject to
adjustment as provided in the Plan.
2. Expiration of Option. The Option shall expire on February 27, 2002,
unless earlier terminated as follows:
(a) Termination of Directorship. If Optionee shall cease to be
a member of the Board of Directors of the Company for any reason, the Option
shall terminate three months following such event.
(b) Sale. The Option shall terminate one month following a
Sale of the Company. For purposes herein, the term "Sale" refers to any sale of
substantially all of the
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assets of the Company, other than in the ordinary course of business, or a sale
or transfer of capital stock of the Company resulting in a change in the
ownership of a majority of the voting capital stock of the Company, or a merger
or consolidation having the effect of such a sale of capital stock.
3. Date Upon Which Option Becomes Exercisable. The Option shall
become first exercisable on August 6, 1997.
4. Notices. Any notice to the Company provided for in this Stock
Option Agreement shall be addressed to it in care of its Secretary, at its
principal executive offices, and any notice to the Optionee shall be addressed
to her at her address at the time as it is shown on the records of the Company,
or to such other address as either may designate to the other in writing. Any
such notice shall be in writing and shall be deemed to be fully given if
delivered by hand or sent by telegram or by registered or certified mail,
postage prepaid, addressed as stated above.
5. Miscellaneous. All references herein shall include the singular
and the plural and the masculine, feminine and the neuter, as applicable. This
Stock Option Agreement replaces and supersedes all agreements and understandings
between the Company and the Optionee with respect to the subject matter hereof.
This Stock Option Agreement is subject to modification or amendment solely upon
a written agreement signed by the Company and the Optionee. This Stock Option
Agreement and the Option are subject to all of the terms and conditions of the
Plan. The validity, construction, interpretation and effect of this Stock Option
Agreement shall be
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exclusively governed by and determined in accordance with the laws of the
Commonwealth of Pennsylvania.
PREMIER RESEARCH WORLDWIDE, LTD.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Chairman
The Optionee named herein hereby acknowledges receipt of this Stock Option
Agreement and confirms that this Stock Option Agreement supersedes all
agreements and understandings between the parties with respect to the subject
matter hereof.
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Optionee
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