EXHIBIT 10.1
PAREXEL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of ___________, 200_
(the "Award Date") by and between PAREXEL International Corporation, a
Massachusetts corporation (the "Company") and ____________, a member of the
Board of Directors of the Company, hereinafter referred to as the "Participant."
WHEREAS, the Company has adopted the PAREXEL International Corporation
2005 Stock Incentive Plan (as it may be amended from time to time, the "Plan"),
the terms of which are hereby incorporated by reference and made a part of this
Agreement; and
WHEREAS, Section 7 of the Plan provides for the issuance of awards of the
Company's common stock, par value $0.01 per share ("Common Stock"), subject to
certain restrictions ("Restricted Stock"); and
WHEREAS, the Nominating and Corporate Governance Committee of the Board of
Directors of the Company (the "Board") and the full Board have determined that
it would be to the advantage and in the best interest of the Company and its
stockholders to award shares of Restricted Stock to the Participant pursuant to
the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 IN GENERAL. Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Plan.
1.2 "RESTRICTIONS" shall mean the restrictions on sale or other transfer set
forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.
ARTICLE II
RESTRICTED STOCK AWARD
2.1 AWARD OF RESTRICTED STOCK. In consideration of the Participant's services on
the Board, in exchange for the promises contained herein, and for other good and
valuable consideration which the Board has determined exceeds the aggregate par
value of the shares of Common Stock subject to the Award (as defined below), as
of the Award Date, the Company issues to the Participant the number of shares of
Restricted Stock set forth on the signature page hereof (the "Award").
2.2 AWARD SUBJECT TO PLAN. The Award granted hereunder is subject to the terms
and provisions of the Plan, including without limitation Section 10 thereof.
ARTICLE III
RESTRICTIONS
3.1 FORFEITURE.
Unless otherwise provided by written agreement between the Company and
Participant, any Award which is not vested as of ________shall thereupon be
forfeited immediately and without any further action by the Company. Any portion
of an Award that is not vested at the time the Participant ceases to serve on
the Board for any reason shall thereupon be forfeited immediately and without
further action by the Company.
3.2 VESTING AND LAPSE OF RESTRICTIONS. Subject to Section 3.1, the Award
(or portions thereof) shall vest as follows:
[ ]
[ ]
[ ]
3.3 LEGEND. Until such time as Restrictions have lapsed, the Company may, at any
time, place legends referencing the Restrictions and any applicable federal
and/or state securities laws restrictions on certificates representing shares of
Restricted Stock issued pursuant to this Agreement. The legend may include the
following:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS SET FORTH IN THE AWARD AGREEMENT BETWEEN THE CORPORATION AND
THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
OF THE CORPORATION."
3.4 PAYMENT OF TAXES; ISSUANCE OF SHARES.
(a) Participant understands, acknowledges and agrees that the value of the
Restricted Stock is subject to state and federal income taxes and certain rules
which require the Company to withhold amounts necessary to pay these taxes. If
the Company in its discretion determines that it is obligated to withhold any
tax in connection with the vesting or transfer of the Award or any shares of the
Restricted Stock, or the making of a distribution or other payment with respect
to the Restricted Stock, participant hereby authorizes the Company to, in the
Company's discretion, (i) reduce the number of shares of Restricted Stock (or
other property) delivered to Participant at the time the restrictions lapse by
the number of shares of Restricted Stock (or other property) required to satisfy
the tax withholding requirements (based on the fair market value of shares or
other property at such time), or (ii) withhold from the Participant's board fees
the appropriate amount of tax. Such shares of Restricted Stock withheld pursuant
to clause (i) above shall be returned to the Company. Participant's
acknowledgement and acceptance of these tax withholding provisions are
conditions precedent to the right of Participant to receive the Restricted Stock
under the Plan and this Agreement.
(b) In lieu of either the reduction of shares or other property delivered
or the withholding of board fees described in paragraph (a) above, Participant
may pay to the Company the amount of tax required to be withheld in cash, by
check or in other form satisfactory to the Company. Such payment must be made by
the date on which the Restrictions lapse or such later
2
date as is established by the Company (not to exceed 15 days after the date on
which the Restrictions lapse).
(c) The Shares will be released to the Participant when vested and the
applicable withholding obligations have been satisfied.
3.5. CERTAIN CHANGES IN CAPITALIZATION AND REORGANIZATION EVENTS. Section 9 of
the Plan shall govern the treatment of the Award in the event of certain Changes
in Capitalization and Reorganization Events.
3.6 SECTION 83(b) ELECTION. Participant understands that Section 83(a) of the
Code taxes as ordinary income the difference between the amount, if any, paid
for the shares of Common Stock and the Fair Market Value of such shares at the
time the Restrictions on such shares lapse. Participant understands that,
notwithstanding the preceding sentence, Participant may elect to be taxed at the
time of the Award Date, rather that at the time the Restrictions lapse, by
filing an election under Section 83(b) of the Code (an "83(b) Election") with
the Internal Revenue Service within 30 days of the Award Date. In the event
Participant files an 83(b) Election, Participant will recognize ordinary income
in an amount equal to the difference between the amount, if any, paid for the
shares of Common Stock and the Fair Market Value of such shares as of the Award
Date. Participant further understands that an additional copy of such 83(b)
Election form should be filed with his or her federal income tax return for the
calendar year in which the date of this Agreement falls. Participant
acknowledges that the foregoing is only a summary of the effect of United States
federal income taxation with respect to the award of Restricted Stock hereunder,
and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE
COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT'S 83(b) ELECTION, AND THE
COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE
APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY,
STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE,
AND THE TAX CONSEQUENCES OF PARTICIPANT'S DEATH.
ARTICLE IV
OTHER PROVISIONS
4.1 STOCK CERTIFICATES. Stock certificates issued in respect of this Award shall
be registered in the name of the Participant and shall be deposited in escrow
with the escrow agent appointed by the Company; provided, however, that in no
event shall the Participant retain physical custody of any certificates
representing unvested Restricted Stock issued such Participant. The deposited
certificates shall remain in escrow until all Restrictions lapse or have been
removed. The Participant shall, upon the execution of this Agreement, execute
Joint Escrow Instructions in the form attached to this Agreement as Exhibit A.
The Joint Escrow Instructions shall be delivered to escrow agent named therein.
The Participant shall deliver to such escrow agent a stock assignment duly
endorsed in blank, in the form attached to this Agreement as Exhibit B, and
hereby instructs the Company to deliver to such escrow agent, on behalf of the
Participant, the certificate(s) evidencing the Restricted Stock issued
hereunder. Such materials shall be held by such escrow agent pursuant to the
terms of such Joint Escrow Instructions.
4.2 RESTRICTED STOCK NOT TRANSFERABLE. Prior to vesting pursuant to Section 3.2
above, no Restricted Stock or any interest or right therein or part thereof
shall be liable for the debts,
3
contracts or engagements of the Participant or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; provided,
however, that this Section 4.2 shall not prevent transfers by will or by
applicable laws of descent and distribution.
4.3 RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a stockholder
with respect to any shares of Common Stock to be distributed with respect to an
Award until becoming the record holder of such shares.
4.4 GOVERNING LAW. The laws of the Commonwealth of Massachusetts shall govern
the interpretation, validity, administration, enforcement and performance of the
terms of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.
4.5 CONFORMITY TO SECURITIES LAWS. The Participant acknowledges that the Plan
and this Agreement are intended to conform to the extent necessary with all
provisions of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any and all
regulations and rules promulgated thereunder by the Securities and Exchange
Commission, including without limitation Rule 16b-3 under the Exchange Act.
Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the Awards are granted, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and
this Agreement shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.
4.6 AMENDMENT, SUSPENSION AND TERMINATION. The Awards may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board, provided that, except as may otherwise be provided by the
Plan, neither the amendment, suspension nor termination of this Agreement shall,
without the consent of the Participant, alter or impair any rights or
obligations under any Award.
4.7 NOTICES. Notices required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States mail by certified mail, with postage and fees prepaid,
addressed to the Participant to his address shown in the Company records, and to
the Company at its principal executive office.
4.8 SEVERABILITY. The invalidity or unenforceability of any paragraph or
provision of this Agreement shall not affect the validity or enforceability of
any other paragraph or provision, and all other provisions shall remain in full
force and effect. If any provision of this Agreement is held to be excessively
broad, then such provision shall be reformed and construed by limiting and
reducing it so as to be enforceable to the maximum extent permitted by law.
4.9 NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. Neither the Plan, this
Agreement, nor the grant of this Award imposes any obligation on the Company to
continue to maintain a business relationship with the Participant.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
PAREXEL INTERNATIONAL CORPORATION
By:_____________________________________
Name:
Title:
Signed:_________________________________
[Participant's Typed Name]
Aggregate number of shares of Restricted Stock subject to the Award:____________
5
Exhibit A
PAREXEL International Corporation
Joint Escrow Instructions
_________, 200_
W. Brett Davis
Associate General Counsel
PAREXEL International Corporation
200 West Street
Waltham, MA 02451
Dear Sir:
As Escrow Agent for PAREXEL International Corporation, a Massachusetts
corporation, and its successors in interest under the Restricted Stock Agreement
(the "Agreement") of even date herewith, to which a copy of these Joint Escrow
Instructions is attached (the "Company"), and the undersigned person ("Holder"),
you are hereby authorized and directed to hold the documents delivered to you
pursuant to the terms of the Agreement in accordance with the following
instructions:
1. Appointment. Holder irrevocably authorizes the Company to deposit with you
any certificates evidencing Restricted Stock (as defined in the Agreement)
to be held by you hereunder and any additions and substitutions to said
Restricted Stock. For purposes of these Joint Escrow Instructions,
"Restricted Stock" shall be deemed to include any additional or substitute
property. Holder does hereby irrevocably constitute and appoint you as his
attorney-in-fact and agent for the term of this escrow to execute with
respect to such Restricted Stock all documents necessary or appropriate to
make such Restricted Stock negotiable and to complete any transaction
herein contemplated. Subject to the provisions of this Section 1 and the
terms of the Agreement, Holder shall exercise all rights and privileges of
a stockholder of the Company while the Restricted Stock is held by you.
2. Closing of Purchase.
(a) Upon the exercise of any forfeiture rights by the Company of the
Restricted Stock pursuant to the Agreement, the Company shall give to
Holder and you a written notice pursuant to the Agreement. Holder and the
Company hereby irrevocably authorize and direct you to close the
transaction contemplated by such notice in accordance with the terms of
said notice (the "Closing").
6
(b) At the Closing, you are directed (i) to date the stock assignment form
or forms necessary for the transfer of the Restricted Stock, (ii) to fill
in on such form or forms the number of Restricted Stock being transferred,
and (iii) to deliver same, together with the certificate or certificates
evidencing the Restricted Stock to be transferred, to the Company.
3. Withdrawal. The Holder shall have the right at any time to withdraw from
this escrow any Restricted Stock which is no longer subject to forfeiture.
4. Duties of Escrow Agent.
(a) Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.
(b) You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed by
you to be genuine and to have been signed or presented by the proper party
or parties. You shall not be personally liable for any act you may do or
omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder
while acting in good faith and in the exercise of your own good judgment,
and any act done or omitted by you pursuant to the advice of your own
attorneys shall be conclusive evidence of such good faith.
(c) You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or entity,
excepting only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees
of any court. If you are uncertain of any actions to be taken or
instructions to be followed, you may refuse to act in the absence of an
order, judgment or decrees of a court. In case you obey or comply with any
such order, judgment or decree of any court, you shall not be liable to
any of the parties hereto or to any other person or entity, by reason of
such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.
(d) You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting
to execute or deliver the Agreement or any documents or papers deposited
or called for hereunder.
(e) You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder and may rely upon the advice of such counsel.
(f) Your rights and responsibilities as Escrow Agent hereunder shall
terminate if (i) you cease to be an employee of the Company or (ii) you
resign by written notice to each party. In the event of a termination
under clause (i), the Secretary of the Company or its designee shall
become Escrow Agent hereunder; in the event of a termination under clause
(ii), the Company shall appoint a successor Escrow Agent hereunder.
7
(g) If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.
(h) It is understood and agreed that if you believe a dispute has arisen
with respect to the delivery and/or ownership or right of possession of
the securities held by you hereunder, you are authorized and directed to
retain in your possession without liability to anyone all or any part of
said securities until such dispute shall have been settled either by
mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings.
(i) These Joint Escrow Instructions set forth your sole duties with
respect to any and all matters pertinent hereto and no implied duties or
obligations shall be read into these Joint Escrow Instructions against
you.
(j) The Company shall indemnify you and hold you harmless against any and
all damages, losses, liabilities, costs, and expenses, including
attorneys' fees and disbursements, (including without limitation the fees
of counsel retained pursuant to Section 4(e) above, for anything done or
omitted to be done by you as Escrow Agent in connection with this
Agreement or the performance of your duties hereunder, except such as
shall result from your gross negligence or willful misconduct.
5. Notice. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified
mail with postage and fees prepaid, addressed to each of the other parties
thereunto entitled at the following addresses, or at such other addresses
as a party may designate by ten days' advance written notice to each of
the other parties hereto.
COMPANY: Notices to the Company shall be sent to
the address set forth in the salutation
hereto, Attn: Chief Financial Officer
HOLDER: Notices to Holder shall be sent to the
address set forth below Holder's signature
below.
ESCROW AGENT: Notices to the Escrow Agent shall be sent
to the address set forth in the salutation
hereto.
6. Miscellaneous.
(a) By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions, and you do not
become a party to the Agreement.
8
(b) This instrument shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
Very truly yours,
PAREXEL International Corporation
By:_____________________________________
Title:__________________________________
HOLDER:
________________________________________
(Signature)
________________________________________
Print Name
Address: ______________________________
______________________________
Date Signed:____________________________
ESCROW AGENT:
_______________________________
9
Exhibit B
(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)
FOR VALUE RECEIVED, I hereby sell, assign and transfer unto PAREXEL
International Corporation (_________) shares of Common Stock, $0.01 par value
per share, of PAREXEL International Corporation (the "Corporation") standing in
my name on the books of the Corporation represented by Certificate(s) Number
__________ herewith, and do hereby irrevocably constitute and appoint
______________________ attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.
Dated:_________________________
_______________________________
_______________________________
10