EXHIBIT 10.3
PAREXEL INTERNATIONAL CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT FOR EXECUTIVE OFFICERS
PAREXEL International Corporation, a Massachusetts corporation (the
"Company"), hereby grants as of the __th day of _______ 200_ (the "Date of
Grant") to _______ (the "Optionee"), an option to purchase a maximum of ______
shares (the "Option Shares") of its Common Stock, $0.01 par value ("Common
Stock"), at the price of $_____ per share, on the following terms and
conditions:
1. GRANT UNDER SECOND AMENDED AND RESTATED 1995 STOCK PLAN. This option is
granted pursuant to and is governed by the Company's Second Amended and Restated
1995 Stock Plan (the "Plan") and, unless the context otherwise requires, terms
used herein shall have the same meaning as in the Plan. Determinations made in
connection with this option pursuant to the Plan shall be governed by the Plan
as it exists on this date. To the extent any of the provisions of this Agreement
and the Plan conflict, the terms of the Plan shall be controlling.
2. GRANT AS NON-QUALIFIED OPTION: OTHER OPTIONS. This option shall be
treated for federal income tax purposes as a Non-Qualified Option (the "NQO")
(rather than an incentive stock option). This option is in addition to any other
options heretofore or hereafter granted to the Optionee by the Company or any
Related Corporation (as defined in the Plan), but a duplicate original of this
instrument shall not effect the grant of another option.
3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. If the Optionee
has continued to serve the Company or any Related Corporation in the capacity of
an employee or officer or consultant (such service is described herein as
maintaining or being involved in a "Business Relationship" with the Company) on
the following dates, the Optionee may exercise this option for the number of
shares of Common Stock set opposite the applicable date:
One year but less than two years from the Date of Grant - ____ shares
Two years but less than three years from the Date of Grant - an additional _____ shares
Three years but less than four years from the Date of Grant - an additional _____ shares
Four years from the Date of Grant - an additional _____ shares
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company or any Related Corporation,
may be exercised on or before the date which is eight (8) years from the date
this option is granted (the "Scheduled Expiration Date"). All of the foregoing
rights are subject to Sections 4 and 5, as appropriate, if the Optionee ceases
to maintain a Business Relationship with the Company and all Related
Corporations or dies, becomes disabled or undergoes dissolution while involved
in a Business Relationship with the Company.
4. (a) CONTINUOUS RELATIONSHIP WITH THE COMPANY REQUIRED. Except as
otherwise provided in this Section 4, this option may not be exercised unless
the Optionee, at the time he or she exercises this option, is, and has at all
times since the Date of Grant maintained or been involved in a Business
Relationship with the Company (an "Eligible Optionee"). For purposes of this
Section 4, employment of any Optionee shall be considered as continuing
uninterrupted during any bona fide leave of absence (such as those attributable
to illness, military obligations or governmental service) provided that the
period of such leave does not exceed 90 days or, if longer, any period during
which such Optionee's right to reemployment is guaranteed by statute. A bona
fide leave of absence with the written approval of the Board of Directors of the
Company, or a Committee of such Board, if applicable, shall not be considered an
interruption of employment under this Section 4, provided that such written
approval contractually obligates the Company to continue the employment of the
Optionee after the approved period of absence. Options granted under the Plan
shall not be affected by any change of employment within or among the Company or
any Related Corporation, so long as the Optionee continues to maintain or be
involved in a Business Relationship with the Company.
(b) TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Optionee
ceases to be an Eligible Optionee for any reason, then, except as provided in
paragraphs (c), (d) and (e) below, the right to exercise this option shall
terminate sixty (60) days after such cessation (but in no event after the
Scheduled Expiration Date), provided that this option shall be exercisable only
to the extent that the Optionee was entitled to exercise this option on the date
of such cessation. Notwithstanding the foregoing, if the Optionee, prior to the
Scheduled Expiration Date, violates the non-competition or confidentiality
provisions of any employment contract, confidentiality and nondisclosure
agreement or other agreement between the Optionee and the Company, the right to
exercise this option shall terminate immediately upon such violation.
(c) EXERCISE PERIOD UPON DEATH OR DISABILITY. If the Optionee dies
or becomes permanently and totally disabled (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended) prior to the
Scheduled Expiration Date while he or she is an Eligible Optionee and the
Company has not terminated such relationship for "cause" as specified in
paragraph (d) below, this option shall be exercisable, within the period of one
hundred eighty (180) days following the date of death or disability of the
Optionee (but in no event after the Scheduled Expiration Date), by the Optionee
(or, in the case of death, by an authorized executor, personal representative or
beneficiary), and any unexercisable installments of any stock options of the
Company held by the Optionee on the Optionee's last date of employment with the
Company that have not expired, shall become exercisable on such last date of
employment and shall remain exercisable for the period set forth herein,
provided that this option shall not be exercisable after the Scheduled
Expiration Date.
(d) DISCHARGE FOR CAUSE. If the Optionee is discharged by the
Company for "cause" (as defined below), the right to exercise this option shall
terminate immediately upon the effective date of such discharge. "Cause" shall
mean willful misconduct by the Optionee or willful failure by the Optionee to
perform his or her responsibilities to the Company (including,
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without limitation, breach by the Optionee of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Optionee and the Company), as determined by the Company, which
determination shall be conclusive. The Optionee shall be considered to have been
discharged for "Cause" if the Company determines, within 30 days after the
Optionee's resignation, that discharge for cause was WARRANTED.
(e) EXERCISE PERIOD UPON RETIREMENT. If the Optionee ceases to be an
Eligible Optionee by reason of his or her Retirement from the Company, this
Option shall be exercisable for a period of one hundred eighty (180) days
following the date of Retirement of the Optionee, by the Optionee, provided that
this option shall be exercisable only to the extent that it was exercisable by
the Optionee on the date of his or her Retirement and further provided that this
Option shall not, in any case, be exercisable after the Scheduled Expiration
Date. For purposes of this agreement, "Retirement" shall mean the voluntary
termination by the Optionee of his or her Business Relationship with the Company
after completion of five (5) or more consecutive years of service with the
Company or any Related Corporation and after reaching "normal retirement age" as
such term is commonly understood in the jurisdiction of the Optionee's
residence.
(f) DISSOLUTION. If the Optionee is a corporation, partnership,
trust or other entity that is dissolved, is liquidated, becomes insolvent or
enters into a merger or acquisition with respect to which the Optionee is not
the surviving entity, at a time when the Optionee is involved in a Business
Relationship with the Company, this option shall immediately terminate as of the
date of such event, and the only rights hereunder shall be those as to which
this option was properly exercised before such dissolution or other event.
5. PARTIAL EXERCISE. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share unless such exercise is with respect to the
final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, to permit the Optionee to exercise completely
such final installment. Any fractional share with respect to which an
installment of this option cannot be exercised because of the limitation
contained in the preceding sentence shall remain subject to this option and
shall be available for later purchase by the Optionee in accordance with the
terms hereof.
6. PAYMENT OF PRICE.
(a) FORM OF PAYMENT: The option price shall be paid in the following
manner:
(i) in United States dollars in cash or by check;
(ii) subject to paragraph 6(b) below, at the discretion of
the Committee, through delivery of shares of Common
Stock having a fair market value (determined by the
Board of Directors of the Company or a committee
appointed by the Board) equal as of the date of the
exercise to the cash exercise price option; or
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(iii) at the discretion of the Committee and consistent with
applicable law, through the delivery of an assignment to
the Company of a sufficient amount of the proceeds from
the sale of the Common Stock acquired upon exercise of
the option and an authorization to the broker or selling
agent to pay that amount to the Company, which sale
shall be at the participant's direction at the time of
exercise; or
(iv) at the discretion of the Company, by any combination of
the foregoing.
(b) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If the
Optionee delivers Common Stock held by the Optionee ("Old Stock") to the Company
in full or partial payment of the option price, and the Old Stock so delivered
is subject to restrictions or limitations imposed by agreement between the
Optionee and the Company, an equivalent number of Option Shares shall be subject
to all restrictions and limitations applicable to the Old Stock to the extent
that the Optionee paid for the Option Shares by delivery of Old Stock, in
addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Optionee may not pay any part of the exercise
price hereof by transferring Common Stock to the Company unless such Common
Stock has been owned by the Optionee free of any substantial risk of forfeiture
for at least six months.
7. MEANS OF EXERCISING OPTION. Subject to the terms and conditions of this
Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of Option Shares for which it is being exercised and shall
be signed by the person or persons so exercising this option. Such notice shall
be accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising this option, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship). In the event this option shall be exercised by any person or
persons other than the Optionee, such notice shall be accompanied by appropriate
proof of the right of such person or persons to exercise this option.
8. TRANSFERABILITY AND ASSIGNABILITY. Except as set forth below, (i) no
options shall be assignable or transferable by the Optionee except by will or by
the laws of descent and distribution; and (ii) during the lifetime of the
Optionee each option shall be exercisable only by such Optionee. Notwithstanding
the foregoing, all or a portion of the options granted to the Optionee will be
transferable by the Optionee to (i) the spouse, children or grandchildren of the
optionee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive
benefit of such Immediate Family Members, or (iii) a partnership of which such
Immediate Family Members are the only partners, provided that subsequent
transfers of the transferred option shall be prohibited except in accordance
with this paragraph. Following any such transfer, any such options shall
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continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of paragraph 10
hereof, the term "optionee" shall be deemed to refer to the transferee. The
events of termination of Business Relationship set forth in this Agreement shall
continue to be applied with respect to the original Optionee, following which
the options shall be exercisable by the transferee only to the extent, and for
the periods specified therein.
9. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.
10. NO OBLIGATION TO CONTINUE EMPLOYMENT. Neither the Plan, this
agreement, nor the grant of this option imposes any obligation on the Company to
continue to employ the Optionee.
11. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall not have
the rights of a shareholder with respect to the option shares covered by such
option until the date of issuance by the Company of a stock certificate for such
shares. Except as expressly provided in paragraph 10 of the Plan with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.
12. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
13. WITHHOLDING TAXES. If the Company or any Related Corporation in its
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, the vesting or transfer of Option Shares
acquired on the exercise of this option, or the making of a distribution or
other payment with respect to the Option Shares, the Optionee hereby agrees that
the Company or any Related Corporation may withhold from the Employee's wages or
other remuneration the appropriate amount of tax. At the discretion of the
Company or Related Corporation, the amount required to be withheld may be
withheld in cash from such wages or other remuneration or in kind from the
Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company or any Related
Corporation does not withhold an amount from the Optionee's wages or other
remuneration sufficient to satisfy the withholding obligation of the Company or
Related Corporation, the Optionee will make reimbursement on demand, in cash,
for the amount underwithheld.
14. PROVISION OF DOCUMENTATION TO OPTIONEE. By signing this Agreement the
Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
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15. MISCELLANEOUS.
(a) NOTICES: All notices hereunder shall be in writing and shall be
deemed given when sent by certified or registered mail, postage prepaid, return
receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) ENTIRE AGREEMENT: MODIFICATION: This Agreement constitutes the
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by both
parties.
(c) SEVERABILITY: The invalidity, illegality or unenforceability of
any provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.
(d) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 8 hereof.
(e) GOVERNING LAW: This Agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the principles of the conflicts of laws thereof. The
preceding choice of law provision shall apply to all claims, under any theory
whatsoever, arising out of the relationship of the parties contemplated herein.
(f) SECURITIES LAW REGULATION: If in the opinion of legal counsel
for the Company the issuance or sale of any shares of Common Stock pursuant to
the exercise of this option would not be lawful for any reason, including
without limitation the inability of the Company to obtain from any governmental
authority or regulatory body having jurisdiction the authority deemed by such
counsel to be necessary to such issuance or sale, the Company shall not be
obligated to issue or sell any shares of Common Stock pursuant to the exercise
of this option to the Optionee or any other authorized person unless a
registration statement that complies with the provisions of the Securities Act
of 1933, as amended, (the "Act") in respect of such shares of Common Stock is in
effect at the time thereof, or other appropriate action has been taken under and
pursuant to the terms and provisions of the Act, or the Company receives
evidence satisfactory to such counsel that the issuance and sale of such shares
of Common Stock, in the absence of an effective registration statement or other
appropriate action, would not constitute a violation of the Act or any
applicable state securities law. The Company is in no event obligated to
register any such shares of Common Stock, to comply with any exemption from
registration requirements or to take any other action which may be required in
order to permit, or to remedy or remove any prohibition or limitation on, the
issuance or sale of such shares of Common Stock of any optionee or other
authorized person.
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IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed as of the date first above written.
______________________________ PAREXEL International Corporation
Optionee 000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
______________________________ By: ________________________________
Print Name of Optionee Xxxxx X. Xxxxxxxx, Xx.
______________________________ Title: Senior Vice President
Street Address and Chief Financial Officer
______________________________
City State Zip Code
______________________________
Social Security Number
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