EXHIBIT 10.2
PUT OPTION AGREEMENT
AGREEMENT, dated August 27, 1999, between Premier Research Worldwide,
Ltd, a Delaware corporation ("Company"), and Xxx Xxxxxx (the "Optionee").
WHEREAS, the Optionee on this date has acquired 916,668 shares of the
Common Stock of the Company (the "Shares"); and
WHEREAS, the Company has granted to the Optionee a limited right to
cause the Company to purchase the Shares, during the period, for the price and
on the terms hereinafter provided.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Grant of Put Option. The Company hereby grants to the Optionee an
option to require the Company to purchase all, but not less than all, of the
Shares at an exercise price of $6.00 per share (the "Option"), which Option must
be exercised, if at all, on or before September 15, 1999 (the "Option Period").
2. Exercise of Option. Optionee may exercise the Option, in whole but
not in part, by delivering to the Company, during the Option Period, written
notice of exercise. The closing of the sale and purchase of the Shares pursuant
to the Option will occur within 15 days following the delivery of such notice of
exercise. At such closing (i) the Company will pay the aggregate price for the
Shares in the immediately available funds and (ii) the Optionee will deliver to
the Company the certificate or certificates representing the Shares accompanied
by stock powers executed in blank and otherwise will take such action as may be
necessary in order to transfer to the Company good and marketable title to the
Shares, free and clear of all claims, liens and encumbrances of any nature.
3. Representations. Each party hereto represents and warrants to the
other that it has full power and authority to execute and deliver this Agreement
and that this Agreement has been duly and validly executed and delivered by it
and constitutes the valid and binding obligation of it, enforceable against it
in accordance with its terms.
4. Miscellaneous. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and assigns. This
Agreement shall be construed in accordance with the laws of the State of
Delaware. This Agreement may be executed in any number of counterparts each of
which shall constitute one and the same instrument.
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IN WITNESS THEREOF, the parties have executed this Agreement as of the
date first above written.
PREMIER RESEARCH WORLDWIDE, LTD.
s/ Xxxx Morganroath
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OPTIONEE:
s/ Xxx Xxxxxx
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Xxx Xxxxxx
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