35
Exhibit 10
DEVRY INC
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
THIS AGREEMENT, dated this 10th day of August 2004 and
entered into by and between DeVry Inc., a Delaware corporation
(the "Company"), and Participant (the "Participant"),
WITNESSETH THAT:
- ---------------
WHEREAS, by resolution of August 10, 2004, the Company's
Board of Directors (the "Board") granted an option under the
terms of the DeVry Inc. 1999 Stock Incentive Plan (the "Plan");
and
WHEREAS, this Agreement is intended to set forth the terms
and conditions of such option.
NOW, THEREFORE, IT IS AGREED, by and between the parties
hereto, as follows:
1. Grant; Option Price. In accordance with the provisions of
the Plan, the Board, on August 10, 2004, granted to the
Participant an option to purchase a total of "Shares" shares of
common stock of the Company ("Common Stock"). The option price
of each share of Common Stock subject to this Agreement shall be
$20.78, which price reflects the Board's good faith determination
of the fair market value of a share of Common Stock as at the
date of grant.
2. Term of Option; Expiration. The right to exercise the
option shall be subject to the terms and conditions of the Plan
and this Agreement, shall be exercisable no earlier than the date
first above written, and shall expire upon the earliest of the
following:
(a) August 10, 2014
or
(b) the date which is 90 days after the Participant's employment
with the Company and its Subsidiaries terminates for any reason.
3. Vesting. The option shall first become exercisable in
accordance with the schedule attached to this agreement.:
36
Notwithstanding any other provisions of this agreement or
of the Plan, in no event shall the aggregate Fair Market
Value (as determined as of the date of the option was
granted) of the shares with respect to which an incentive
stock option is exercisable for the first time by a
Participant during any calendar year (under all plans of the
Company and its Subsidiaries) exceed $100,000.
4. Accelerated Vesting. Notwithstanding the provisions of
paragraph 3, the Option shall become fully exercisable (or
vested) if, prior to the Expiration Date, the Participant's
employment with the Company and its Subsidiaries is terminated
due to Retirement (as defined below) or, if, while the
Participant is employed by the Company and its Subsidiaries, (a)
the Participant dies, (b) the Participant becomes Disabled (as
defined below), or (c) a Change in Control (as defined below)
occurs. For purposes of the Plan:
(1) a Participant's employment shall be considered to have been
terminated due to "Retirement" if his termination occurs on or
after the date on which he attains age 60 and completes at least
10 years of service;
(2) a Participant shall be considered to be "Disabled" if he is
determined to be totally and permanently disabled for purposes of
the Company's long-term disability plan; and
(3) a Change of Control (as defined below) occurs.
a. a "Change of Control" shall occur upon the first to occur of
the following events:
(i) the sale or disposition by the Company of all or
substantially all of the assets of the Company (or any
transaction having a similar effect);
(ii) the consummation of a merger or consolidation of the Company
with any other entity other than (A) a merger or consolidation
which would result in the voting interests of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting interests of the surviving entity) at least 50% of the
combined voting power of the voting interests of the Company or
such surviving entity outstanding immediately after such merger
or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction); or
(iii) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), of beneficial ownership (within
the meaning of Rule13d-3 promulgated under the Exchange Act) of
50% or more of then outstanding voting interests of the Company
but excluding, for this purpose, any such acquisition by the
Company or any of its affiliates, or any employee benefit plan
(or related trust) of the Company or any of its affiliates.
37
5. Exercise. After the option becomes exercisable pursuant to
paragraph 3 or 4 above and prior to the Expiration Date, the
option may be exercised in whole or in part by filing a written
notice with the Secretary of the Company at its corporate
headquarters. Such notice shall specify the number of shares of
Common Stock that the Participant elects to purchase and shall be
accompanied by payment of the option prices for such shares of
Common Stock indicated by the Participant's election. Subject to
the provisions of the following sentence, payment of the option
price (including any applicable withholding taxes) shall be by
cash or by certified or cashier's check payable to the Company.
At the Participant's election, all or a portion of such option
price may be paid by delivery of shares of Common Stock of the
Company having an aggregate fair market value that is equal to
the amount of cash that would otherwise be required and that have
been held by the Participant for at least six months.
Participant
---------------------------------------
DeVry Inc.
----------------------------------------
Ronald L. Taylor, CEO for Plan Committee
38
DEVRY INC.
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
THIS AGREEMENT, made and entered into as of August 10, 2004
(the "Grant Date") by and between DeVry Inc. (the "Company") and
Participant (the "Participant");
WITNESSETH THAT:
WHEREAS, the Company maintains the DeVry Inc. 1999 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Participant is an employee of the Company and was
selected by the Compensation Committee of the Company's Board of
Directors (the "Compensation Committee") to receive the grant of
an option under the Plan;
NOW, THEREFORE, the Company and the Participant hereby agree as
follows:
4. Grant; Option Price. This Agreement evidences the grant to
the Participant, pursuant to the terms of the Plan, of an option
(the "Option") to purchase a total of "Shares" shares of Common
Stock. The Option Price of each share subject to the Option
shall be $20.78. The award is not intended to be, and will not
be treated as, an incentive stock option as that term is
described in section 422(b) of the Internal Revenue Code of 1986,
as amended.
5. Vesting and Expiration of Option. Subject to the terms and
conditions of this Agreement, the Option shall become exercisable
(or vested) as per the attached Notice of Grant of Stock Options
and Option Agreement. All rights with respect to the Option
shall automatically terminate on the "Expiration Date", which
shall be the Expiration Date set forth in the Plan; provided,
however, that in the event the Participant's employment with the
Company and its Subsidiaries is terminated because the
Participant becomes Disabled, the Expiration Date shall be the
first anniversary of the termination date. Notwithstanding the
foregoing, no portion of the Option shall become exercisable (or
vested) after the Participant's employment or other service for
the Company terminates for any reason.
6. Accelerated Vesting. Notwithstanding the provisions of
paragraph 2, the Option shall become fully exercisable (or
vested) if, prior to the Expiration Date, the Participant's
employment with the Company and its Subsidiaries is terminated
due to Retirement (as defined below) or, if, while the
Participant is employed by the Company and its Subsidiaries, (a)
the Participant dies, (b) the Participant becomes Disabled (as
defined below), or (c) a Change in Control (as defined below)
occurs. For purposes of the plan:
39
(1) a Participant's employment shall be considered to have been
terminated due to "Retirement" if his termination occurs on or
after the date on which he attains age 60 and completes at least
10 years of service;
(2) a Participant shall be considered to be "Disabled" if he is
determined to be totally and permanently disabled for purposes of
the Company's long-term disability plan; and
(3) a "Change in Control" shall occur upon the first to occur of
the following events:
(i) the sale or disposition by the Company of all or
substantially all of the assets of the Company (or any
transaction having a similar effect),
(ii) the consummation of a merger or consolidation of the Company
with any other entity other than (A) a merger or consolidation
which would result in the voting interests of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting interests of the surviving entity) at least 50% of the
combined voting power of the voting interests of the Company or
such surviving entity outstanding immediately after such merger
or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction), or
(iii) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of beneficial ownership (within the
meaning of Rule13d-3 promulgated under the Exchange Act) of 50%
or more of then outstanding voting interests of the Company but
excluding, for this purpose, any such acquisition by the Company
or any of its affiliates, or any employee benefit plan (or
related trust) of the Company or any of its affiliates.
7. Exercise. After the Option becomes exercisable (or vested)
pursuant to paragraph 2 or 3 and prior to the Expiration Date,
the Option may be exercised in whole or in part by filing a
written notice with the Secretary of the Company at its corporate
headquarters. The exercise notice must be filed prior to the
Expiration Date, must specify the number of shares of Common
Stock which the Participant elects to purchase and must be
accompanied by payment of the Option Price (including any
applicable withholding taxes) for such shares of Common Stock
indicated by the Participant's election. Payment of the Option
Price (and any applicable withholding taxes) shall be by cash or
check payable to the Company, by delivery of shares of Common
Stock having an aggregate Fair Market Value (valued as of the
date of exercise) that is equal to the Option Price for the
shares of Common Stock and which have been held by the
Participant for at least six months, or any combination thereof.
8. Nontransferability. The Option shall be transferable in any
manner permitted by applicable law.
40
9. Administration. The authority to manage and control the
operation and administration of this Agreement shall be vested in
the Plan Committee, subject to approval of the Compensation
Committee and the Plan Committee and the Compensation Committee
shall have all of the powers with respect to this Agreement as
with respect to the Plan. Any interpretation of the Agreement by
the Plan Committee or Compensation Committee and any decision
made by it with respect to the Agreement is final and binding on
all persons.
10. Plan Governs. Notwithstanding anything in this Agreement to
the contrary, the terms of this Agreement shall be subject to the
terms of the Plan, a copy of which may be obtained by the
Participant from the office of the Secretary of the Company.
11. Successors. This Agreement shall be binding upon and shall
inure to the benefit of any assignee or successor in the interest
of the Company, and shall be binding upon and inure to the
benefits of any estate, legal representative, beneficiary or heir
of the Participant.
12. Participant and Shareholder Status. This Agreement does not
constitute a contract of continued service and does not give the
Participant the right to be retained as a employee of the
Company. This Agreement does not confer upon the Participant or
any holder thereof any right as a shareholder of the Company
prior to the issuance of Common Stock pursuant to the exercise of
the Option.
13. Amendment. This Agreement may be amended by written
agreement of the Participant and the Company, subject to the
consent of the Plan Committee, without the consent of any other
person other than approval of the Compensation Committee.
14. Defined Terms. Unless the context clearly implies or
indicates the contrary, a word, term or phrase used or defined in
the Plan is similarly used or defined for purposes of this
Agreement.
IN WITNESS WHEREOF, the Participant has hereunto set his or her
hand and the Company has caused these presents to be executed in
its name and on its behalf, all as of the date first above
written.
__________________________
Participant
DeVRY INC.
____________________________
Ronald L. Taylor, President
for Plan Committee
41
DEVRY INC
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
THIS AGREEMENT, dated this 10th day of August 2004 and
entered into by and between DeVry Inc., a Delaware corporation
(the "Company"), and Participant (the "Participant"),
WITNESSETH THAT:
WHEREAS, by resolution of August 10, 2004, the Company's
Board of Directors (the "Board") granted an option under the
terms of the DeVry Inc. 2003 Stock Incentive Plan (the "Plan");
and
WHEREAS, this Agreement is intended to set forth the terms
and conditions of such option.
NOW, THEREFORE, IT IS AGREED, by and between the parties
hereto, as follows:
1. Grant; Option Price. In accordance with the provisions of
the Plan, the Board, on August 10, 2004, granted to the
Participant an option to purchase a total of "Shares" shares of
common stock of the Company ("Common Stock"). The option price
of each share of Common Stock subject to this Agreement shall be
$20.78, which price reflects the Board's good faith determination
of the fair market value of a share of Common Stock as at the
date of grant.
2. Term of Option; Expiration. The right to exercise the
option shall be subject to the terms and conditions of the Plan
and this Agreement, shall be exercisable no earlier than the date
first above written, and shall expire upon the earliest of the
following:
(a) August 10, 2014
or
(b) the date which is 90 days after the Participant's employment
with the Company and its Subsidiaries terminates for any reason.
3. Vesting. The option shall first become exercisable in
accordance with the schedule attached to this agreement.:
42
Notwithstanding any other provisions of this agreement or of
the Plan, in no event shall the aggregate Fair Market Value
(as determined as of the date of the option was granted) of
the shares with respect to which an incentive stock option
is exercisable for the first time by a Participant during
any calendar year (under all plans of the Company and its
Subsidiaries) exceed $100,000.
4. Accelerated Vesting. Notwithstanding the provisions of
paragraph 3, the Option shall become fully exercisable (or
vested) if, prior to the Expiration Date, the Participant's
employment with the Company and its Subsidiaries is terminated
due to Retirement (as defined below) or, if, while the
Participant is employed by the Company and its Subsidiaries, (a)
the Participant dies, (b) the Participant becomes Disabled (as
defined below), or (c) a Change in Control (as defined below)
occurs. For purposes of the Plan:
(1) a Participant's employment shall be considered to have been
terminated due to "Retirement" if his termination occurs on or
after the date on which he attains age 60 and completes at least
10 years of service;
(2) a Participant shall be considered to be "Disabled" if he is
determined to be totally and permanently disabled for purposes of
the Company's long-term disability plan; and
(3) a Change of Control (as defined below) occurs.
a. a "Change of Control" shall occur upon the first to occur of
the following events:
(i) the sale or disposition by the Company of all or
substantially all of the assets of the Company (or any
transaction having a similar effect);
(ii) the consummation of a merger or consolidation of the Company
with any other entity other than (A) a merger or consolidation
which would result in the voting interests of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting interests of the surviving entity) at least 50% of the
combined voting power of the voting interests of the Company or
such surviving entity outstanding immediately after such merger
or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction); or
(iii) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), of beneficial ownership (within
the meaning of Rule13d-3 promulgated under the Exchange Act) of
50% or more of then outstanding voting interests of the Company
but excluding, for this purpose, any such acquisition by the
Company or any of its affiliates, or any employee benefit plan
(or related trust) of the Company or any of its affiliates.
43
5. Exercise. After the option becomes exercisable pursuant to
paragraph 3 or 4 above and prior to the Expiration Date, the
option may be exercised in whole or in part by filing a written
notice with the Secretary of the Company at its corporate
headquarters. Such notice shall specify the number of shares of
Common Stock that the Participant elects to purchase and shall be
accompanied by payment of the option prices for such shares of
Common Stock indicated by the Participant's election. Subject to
the provisions of the following sentence, payment of the option
price (including any applicable withholding taxes) shall be by
cash or by certified or cashier's check payable to the Company.
At the Participant's election, all or a portion of such option
price may be paid by delivery of shares of Common Stock of the
Company having an aggregate fair market value that is equal to
the amount of cash that would otherwise be required and that have
been held by the Participant for at least six months.
Participant
----------------------------------------
DeVry Inc.
----------------------------------------
Ronald L. Taylor, CEO for Plan Committee
44
DEVRY INC.
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
THIS AGREEMENT, made and entered into as of August 10, 2004
(the "Grant Date") by and between DeVry Inc. (the "Company") and
Participant (the "Participant");
WITNESSETH THAT:
WHEREAS, the Company maintains the DeVry Inc. 2003 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Participant is an employee of the Company and was
selected by the Compensation Committee of the Company's Board of
Directors (the "Compensation Committee") to receive the grant of
an option under the Plan;
NOW, THEREFORE, the Company and the Participant hereby agree as
follows:
4. Grant; Option Price. This Agreement evidences the grant to
the Participant, pursuant to the terms of the Plan, of an option
(the "Option") to purchase a total of "Shares" shares of Common
Stock. The Option Price of each share subject to the Option
shall be $20.78. The award is not intended to be, and will not
be treated as, an incentive stock option as that term is
described in section 422(b) of the Internal Revenue Code of 1986,
as amended.
5. Vesting and Expiration of Option. Subject to the terms and
conditions of this Agreement, the Option shall become exercisable
(or vested) as per the attached Notice of Grant of Stock Options
and Option Agreement. All rights with respect to the Option
shall automatically terminate on the "Expiration Date", which
shall be the Expiration Date set forth in the Plan; provided,
however, that in the event the Participant's employment with the
Company and its Subsidiaries is terminated because the
Participant becomes Disabled, the Expiration Date shall be the
first anniversary of the termination date. Notwithstanding the
foregoing, no portion of the Option shall become exercisable (or
vested) after the Participant's employment or other service for
the Company terminates for any reason.
6. Accelerated Vesting. Notwithstanding the provisions of
paragraph 2, the Option shall become fully exercisable (or
vested) if, prior to the Expiration Date, the Participant's
employment with the Company and its Subsidiaries is terminated
due to Retirement (as defined below) or, if, while the
Participant is employed by the Company and its Subsidiaries, (a)
the Participant dies, (b) the Participant becomes Disabled (as
defined below), or (c) a Change in Control (as defined below)
occurs. For purposes of the plan:
45
(1) a Participant's employment shall be considered to have been
terminated due to "Retirement" if his termination occurs on or
after the date on which he attains age 60 and completes at least
10 years of service;
(2) a Participant shall be considered to be "Disabled" if he is
determined to be totally and permanently disabled for purposes of
the Company's long-term disability plan; and
(3) a "Change in Control" shall occur upon the first to occur of
the following events:
(i) the sale or disposition by the Company of all or
substantially all of the assets of the Company (or any
transaction having a similar effect),
(ii) the consummation of a merger or consolidation of the Company
with any other entity other than (A) a merger or consolidation
which would result in the voting interests of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting interests of the surviving entity) at least 50% of the
combined voting power of the voting interests of the Company or
such surviving entity outstanding immediately after such merger
or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction), or
(iii) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of beneficial ownership (within the
meaning of Rule13d-3 promulgated under the Exchange Act) of 50%
or more of then outstanding voting interests of the Company but
excluding, for this purpose, any such acquisition by the Company
or any of its affiliates, or any employee benefit plan (or
related trust) of the Company or any of its affiliates.
7. Exercise. After the Option becomes exercisable (or vested)
pursuant to paragraph 2 or 3 and prior to the Expiration Date,
the Option may be exercised in whole or in part by filing a
written notice with the Secretary of the Company at its corporate
headquarters. The exercise notice must be filed prior to the
Expiration Date, must specify the number of shares of Common
Stock which the Participant elects to purchase and must be
accompanied by payment of the Option Price (including any
applicable withholding taxes) for such shares of Common Stock
indicated by the Participant's election. Payment of the Option
Price (and any applicable withholding taxes) shall be by cash or
check payable to the Company, by delivery of shares of Common
Stock having an aggregate Fair Market Value (valued as of the
date of exercise) that is equal to the Option Price for the
shares of Common Stock and which have been held by the
Participant for at least six months, or any combination thereof.
8. Nontransferability. The Option shall be transferable in any
manner permitted by applicable law.
46
9. Administration. The authority to manage and control the
operation and administration of this Agreement shall be vested in
the Plan Committee, subject to approval of the Compensation
Committee and the Plan Committee and the Compensation Committee
shall have all of the powers with respect to this Agreement as
with respect to the Plan. Any interpretation of the Agreement by
the Plan Committee or Compensation Committee and any decision
made by it with respect to the Agreement is final and binding on
all persons.
10.Plan Governs. Notwithstanding anything in this Agreement to
the contrary, the terms of this Agreement shall be subject to the
terms of the Plan, a copy of which may be obtained by the
Participant from the office of the Secretary of the Company.
11.Successors. This Agreement shall be binding upon and shall
inure to the benefit of any assignee or successor in the interest
of the Company, and shall be binding upon and inure to the
benefits of any estate, legal representative, beneficiary or heir
of the Participant.
12.Participant and Shareholder Status. This Agreement does not
constitute a contract of continued service and does not give the
Participant the right to be retained as a employee of the
Company. This Agreement does not confer upon the Participant or
any holder thereof any right as a shareholder of the Company
prior to the issuance of Common Stock pursuant to the exercise of
the Option.
13.Amendment. This Agreement may be amended by written
agreement of the Participant and the Company, subject to the
consent of the Plan Committee, without the consent of any other
person other than approval of the Compensation Committee.
14.Defined Terms. Unless the context clearly implies or
indicates the contrary, a word, term or phrase used or defined in
the Plan is similarly used or defined for purposes of this
Agreement.
IN WITNESS WHEREOF, the Participant has hereunto set his or her
hand and the Company has caused these presents to be executed in
its name and on its behalf, all as of the date first above
written.
__________________________
Participant
DeVRY INC.
____________________________
Ronald L. Taylor, President
for Plan Committee