EXHIBIT 10.3
Optionee:
Grant Date:
Number of Shares:
Price per Share:
STOCK OPTION AGREEMENT ENTERED INTO UNDER
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
THIS STOCK OPTION AGREEMENT is made and entered into this ______ OF ____,
20__, by and between Bright Horizons Family Solutions, Inc. ("BFAM"), a Delaware
corporation (the "Company"), and _______________ ("Optionee"). Capitalized terms
not otherwise defined herein shall have the meaning ascribed to such terms in
the Bright Horizons Family Solutions, Inc. Amended and Restated 1998 Stock
Incentive Plan (the "Plan").
1. GRANT OF NON-QUALIFIED STOCK OPTION. Company hereby grants to Optionee the
option (the "Option") to purchase ____ shares (the "Optioned Shares") of
the Company's common stock, $0.01 par value per share (the "Common
Stock"), for a price of $___ per share. It is intended that the option
evidenced by this agreement shall be a Non-Qualified Stock Option, as it
does not meet the requirements of, and is not governed by, the rules of
Sections 421 through 424 of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").
2. OPTION PLAN. This Option is granted under the Plan. This Option is subject
to the terms and conditions set forth in the Plan. In the event any of the
provisions hereof conflict with or are inconsistent with the provisions of
the Plan, the provisions of the Plan shall be controlling.
3. TIMING OF EXERCISE. Subject to Section 6 below, the Option shall be
exercisable on the following dates and in the following amounts:
Number of Shares for Which Options
Date Becomes Exercisable % of Original Grant Vested
------------ ---------------------------------- ---------------------------
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
Optionee may exercise this Option, in whole or in part, at any time prior to __
years from the date of grant of this Option. This Option will expire __ years
from the date of grant of this
Option with respect to any then unexercised portion hereof. Under no
circumstances will the life of the Option exceed 10 years from the date of grant
of the Option.
4. MANNER OF EXERCISE. This Option shall be exercised by Optionee (or other
party entitled to exercise the Option under Section 6 hereof) by
delivering written notice to the Company, or its designated agent, stating
the number of shares of Common Stock purchased, the person or persons in
whose name the shares are to be registered and each such person's address
and social security number. Such notice shall not be effective unless
accompanied by the full purchase price for all shares so purchased. The
purchase price shall be payable in cash or such other instrument as the
Committee shall accept. Payment in currency or by certified check,
cashier's check, postal money order or wire transfer shall be considered
payment in cash. In the event the Committee in its discretion permits
payment in the Company's Common Stock, the shares used in payment of the
purchase price must have been held for at least six months prior to the
date of exercise and shall be considered payment to the extent of their
fair market value, determined pursuant to the Plan, on the date of
exercise of this Option.
5. NONTRANSFERABILITY OF OPTION. This Option shall not be transferable by
Optionee except pursuant to the Plan. The terms of this Option shall be
binding on the executors, administrators, heirs, successors, and assigns
of Optionee.
6. TERMINATION OF SERVICE. If the Optionee's position as a director of the
Company terminates by reason of death, this Option, to the extent it was
exercisable at the time of death, may thereafter be exercised by the legal
representative of the estate or by the legatee of the Optionee under the
will of the Optionee, for a period of one year after the date of such
death or until the expiration of the stated term of the Option, whichever
period is the shorter. If the Optionee's position as a director of the
Company terminates by reason of Normal or Early Retirement or Disability,
this Option may thereafter be exercised by the Optionee, to the extent it
was exercisable at the time of termination, for a period of three months
(in the case of Normal or Early Retirement) or one year (in the case of
Disability) after the date of such termination or until the expiration of
the stated term of Option, whichever period is the shorter. If the
Optionee's position as a director of the Company is voluntarily terminated
(other than for Normal or Early Retirement or Disability) or is
involuntarily terminated for any reason other than death, Normal or Early
Retirement or Disability, this Option shall thereupon terminate, except
that the Option may be exercised by the Optionee, to the extent otherwise
then exercisable, for the lesser of three months or the balance of the
term of such Option, but with respect to an involuntary termination, only
if the involuntary termination is without Cause (as defined in the Plan).
7. RESTRICTIONS ON PURCHASES AND SALES OF SHARES. This Option is subject to
the requirement that if at any time the Board shall determine that the
listing, registration or qualification of the shares subject to this
Option upon any securities exchange or under any state or Federal law, or
the consent or approval of any governmental regulatory body is necessary
or desirable in connection with the issue or transfer of shares subject to
this Option, in such event this Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Board. If required at any time by the Board, this
Option may not be exercised until Optionee has delivered an investment
letter to the Company containing the representations that all shares being
purchased pursuant to the exercise of the Option are being acquired for
investment and not with a view to , or for resale in connection with, any
distribution of such shares. The Optionee further agrees that if the
shares of Common Stock to be issued upon the exercise of this option are
not subject to an effective registration statement filed with the
Securities and Exchange Commission pursuant to be requirements of the 1933
Act, such shares shall bear an appropriate restrictive legend.
8. ADJUSTMENT. The number of shares of Common Stock of the Company subject to
this Option and the price per share of such shares may be adjusted by the
Board of Directors from time to time pursuant to the Plan.
9. NOTICE OF DISPOSITION. The person exercising this Option shall notify the
Company when making any disposition of the shares acquired upon exercise
of this option, whether by sale, gift or otherwise.
10. PAYMENT OF TAXES. If at the time this Option is exercised the Board of
Directors determines that under applicable law and regulations the Company
is liable for withholding of any federal and state tax with respect to the
exercise of this option, Optionee shall pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any
federal, state, or local taxes of any kind required by law to be withheld
with respect to such amount.
11. NO RIGHTS UNTIL EXERCISE. Optionee shall have no rights hereunder as a
shareholder with respect to any shares of Common Stock subject to this
Option until the date of issuance of a stock certificate to the Optionee
for such shares.
12. AMENDMENT. This Option may be amended as provided in the Plan.
IN WITNESS WHEREOF, the Company has caused this Option to be executed under its
corporate seal by its duty authorized officer. This Option shall take effect as
a sealed instrument.
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
Date: _____________________________________
Please keep one copy for your records and return by MAIL THE OTHER COPY OF THIS
PAGE acknowledging its receipt.
Optionee:
Grant Date:
Number of Shares:
Price per Share:
RECEIVED BY:
(OPTIONEE NAME)
___________________________________
Signature
___________________________________
Title
___________________________________
Date
Return to: Name
Title
Bright Horizons Family Solutions, Inc.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Date Printed ____________
