Exhibit 10.19
RESTATED OPTION AGREEMENT
This RESTATED OPTION AGREEMENT (the "Agreement") is made as of the 31st day
of October, 1997 by and among (i) PRA INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and (ii) JAMES C. POWERS, JOACHIM VOLLMAR, W. BAIN
MACLACHLAN, ROGER FLORA, MICHAEL N. BOYD, WILLIAM M. WALSH III and PATRICK K.
DONNELLY (collectively, the "OPTIONHOLDERS").
WHEREAS, pursuant to the terms and conditions of that certain Stockholders'
Agreement dated as of October 11, 1996, as amended (as amended, the
"Stockholders' Agreement"), the Optionholders agreed that their respective
rights (the "Options") to purchase shares of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), were as set forth in Schedule 2.10 to
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the Stockholders' Agreement and that the terms and conditions of all prior
agreements or documents governing such Options were terminated in their
entirety.
WHEREAS, as a condition precedent to the consummation of the initial public
offering of the Common Stock approved by the Public Offering Committee of the
Board of Directors of the Company (the "IPO"), the Company and the Optionholders
have agreed to enter into this Agreement to govern their respective rights and
obligations with respect to the Options covered by the Stockholders' Agreement;
WHEREAS, the Company and the Optionholders believe it to be in their best
interests that they enter into this Agreement;
WHEREAS, the parties desire to enter into this Agreement on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and obligations set
forth in this Agreement, and of other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Covered Options. Each of the Optionholders who is holding Options to
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purchase shares of the Common Stock governed by the terms of the Stockholders'
Agreement as of the date hereof (a) acknowledges and agrees that Schedule 1
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attached hereto and incorporated herein by reference sets forth opposite his
name an accurate representation of all
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such Options held by such Optionholder governed by the terms of the
Stockholders' Agreement on the date hereof and that the terms and provisions of
such Options, except as otherwise provided in this Agreement, shall be as set
forth in said Schedule 1 and that all prior agreements or documents governing
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such Options, including, without limitation, the provisions of Section 2.10 of
the Stockholders' Agreement, are terminated in their entirety, and (b) agrees to
the terms of and to be bound by Schedule 1.
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2. Effectiveness of Restated Option Agreement. This Agreement shall
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become effective as of the consummation on or before January 31, 1998 of the IPO
(the "Effective Date"). In the event that the IPO is not consummated on or
before January 31, 1998, this Agreement shall be null and void. The parties
hereto acknowledge and agree that from and after the Effective Date, the
provisions of the Stockholders Agreement (including, without limitation, Section
2.10 thereof) shall be null and void and of no further force or effect.
3. Miscellaneous.
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3.1 Successors and Assigns. All the terms and provisions of this
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Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective heirs, representatives, successors and assigns of the parties
hereto who agree in writing to be bound by the terms hereof, whether so
expressed or not.
3.2 Governing Law. This Agreement is to be governed by and interpreted
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under the laws of the State of Delaware without regard to the conflicts of laws
provisions or rules of such state's law.
3.3 Entire Agreement; Amendments. (a) This Agreement constitutes the
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entire agreement between the parties hereto with respect to the subject hereof,
and supersedes and nullifies any prior instruments (including without
limitation, the provisions of Section 2.10 of the Stockholders' Agreement).
(b) No amendment, alteration, modification or waiver of any provision of
this Agreement shall be valid unless in each instance such amendment,
alteration, modification or waiver is expressed in a written instrument duly
executed by each of the parties hereto.
3.4 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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3.5 Headings; Form of Words.
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(a) The headings contained in this Agreement have been inserted for the
convenience of reference only, and neither such headings nor the placement of
any term hereof under any particular heading shall in any way restrict or modify
any of the terms or provisions hereof.
(b) Terms used in the singular shall be read in the plural, and vice
versa, and terms used in the masculine gender shall be read in the feminine or
neuter gender when the context so requires.
3.6 Severability. The provisions of this Agreement shall be deemed
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severable, and if any part of any provision is held to be illegal, void,
voidable, invalid, nonbinding or unenforceable in its entirety or partially or
as to any party, for any reason, such provision may be changed, consistent with
the intent of the parties hereto, to the extent reasonably necessary to make the
provision, as so changed, legal, valid, binding and enforceable. If any
provision of this Agreement is held to be illegal, void, voidable, invalid,
nonbinding or unenforceable in its entirety or partially or as to any party, for
any reason, and if such provision cannot be changed consistent with the intent
of the parties hereto to make it fully legal, valid, binding and enforceable,
then such provisions shall be stricken from this Agreement, and the remaining
provisions of this Agreement shall not in any way be affected or impaired, but
shall remain in full force and effect.
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IN WITNESS WHEREOF, this Restated Option Agreement has been duly executed
by or on behalf of each of the parties hereto as of the date first set above,
and the provisions hereof shall be effective as of the Effective Date.
PRA INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Earle Martin
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Name: Earle Martin
Title: President
/s/ James C. Powers
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JAMES C. POWERS
/s/ Joachim Vollmar
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JOACHIM VOLLMAR
/s/ W. Bain MacLachlan
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W. BAIN MACLACHLAN
/s/ Roger Flora
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ROGER FLORA
/s/ Michael N. Boyd
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MICHAEL N. BOYD
/s/ William M. Walsh III
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WILLIAM M. WALSH III
/s/ Patrick K. Donnelly
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PATRICK K. DONNELLY
SCHEDULE 1
Terms and Provisions Governing Certain Options Held by Optionholders
1. Existing Options.
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# of Per Share
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Name Shares Vested Unvested Exercise Price Date of Grant
- ---- ------ ------ -------- -------------- -------------
J. Powers 30,000 30,000 0 $.175 09/22/93
J. Vollmar 60,000 60,000 0 $.175 09/22/93
B. MacLachlan 20,000 10,000 5,000 to vest $5.75 12/01/95
on each of
3/8/98 and 99
R. Flora 98,276 98,276 0 $.175 09/22/93
M. Boyd 38,276 38,276 0 $.175 09/22/93
W. Walsh 30,000 30,000 0 $.175 09/22/93
P. Donnelly 60,000 26,250 11,250 to vest $5.75 10/11/96
on each of
10/11/98, 99
and 2000
2. Options. (a) All Options held by the Optionholder shall vest in
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accordance with the terms of the table set forth above in Section 1 of this
Schedule 1, as such table may be amended from time to time, except that (i) such
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vesting may be accelerated by the Corporation in its sole and absolute
discretion or as otherwise provided in the Plan (as defined below) and (ii) all
unvested Options held by Patrick K. Donnelly referred to above in this Schedule
1 shall immediately vest upon the occurrence of any transaction or event
pursuant to which the Corporation (A) is merged or consolidated with another
entity, (B) undergoes a reorganization or recapitalization, (C) engages in an
initial public offering or (D) sells, leases, transfers, hypothecates, pledges
or otherwise disposes of all or substantially all of its assets.
(b) Upon the termination of the Optionholder's employment with a
Subsidiary (as defined in the Stockholders' Agreement as in effect on the date
hereof) of the Company for any reason, all unvested Options shall terminate
immediately (except in the case of Patrick Donnelly whose Options shall vest in
their entirety in the event of Mr. Donnelly's death or Disability as defined in
his employment agreement with Pharmaceutical Research Associates, Inc.) and all
vested Options shall terminate in thirty (30) days of such termination of
employment or active involvement.
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(c) Subject to Section 2(b), all Options shall terminate (whether or not
vested) on the tenth (10th) anniversary of the date of the original grant
thereof.
(d) The Optionholder shall not be entitled to any payment for, or in
respect of, any Options that terminate for any reason.
(e) All of the Options (except those granted to Patrick K. Donnelly
referred to above in this Schedule 1) were granted pursuant to, and are subject
to the terms of, the Amended and Restated 1993 Stock Option Plan of the
Corporation, a copy of which is attached as Exhibit A hereto (as may be
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further amended or restated, the "Plan").
3. No Piracy; Confidentiality. (a) In the event that the Optionholder
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is or was an employee of a Subsidiary of the Corporation, for a period of one
(1) year following the termination of the Optionholder's employment with such
Subsidiary, the Optionholder agrees to refrain from interfering with the
employment relationship between the Company and its Subsidiaries and its other
employees by soliciting any of such individuals to participate in independent
business ventures and, provided such person or entity was a customer at the time
of termination the Optionholder's employment, agrees to refrain from soliciting
any such customer of the Company or its Subsidiaries for the Optionholder or for
any person or entity other than the Company or its Subsidiaries.
(b) In the event that the Optionholder is or was an employee of a
Subsidiary of the Corporation, the Optionholder agrees (i) not to divulge to
anyone (other than the Company, any of its Subsidiaries or any persons
designated by the Company or any of its Subsidiaries) any knowledge or
information or any type whatsoever of a confidential nature relating to the
Company or any of its Subsidiaries, including, without limitation, all
information concerning customers, suppliers, competitive bidding techniques,
market needs, and methods, procedures and know-how and other information of a
financial, technical or confidential nature relating to the business of the
Company or any of its Subsidiaries (unless readily ascertainable form public or
published information or trade sources) and (ii) not to disclose, publish or
make use of any such knowledge or information of a confidential nature without
the prior written consent of the Company.
(c) In the event that any Optionholder is a party to an employment or
similar agreement with the Company or any of its Subsidiaries that contains
provisions relating to the subject matter of this Section 3, such provisions
contained in such employment or similar agreement shall control.