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EXHIBIT 4.4
PAREXEL INTERNATIONAL CORPORATION
1998 NON-QUALIFIED, NON-OFFICER STOCK OPTION PLAN
1. PURPOSE. This 1998 Non-Qualified, Non-Officer Stock Option Plan (the
"Plan") is intended to provide incentives to certain employees and consultants
of PAREXEL INTERNATIONAL CORPORATION (the "Company"), and of any present or
future parent or subsidiary of the Company ("Related Corporations") by providing
them with opportunities to purchase stock in the Company pursuant to options
("Non-Qualified Options or "Options") granted hereunder which do not qualify as
"incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue
Code (the "Code"). The Plan is not intended to provide options to any officers
or directors of the Company a related Corporation's.
2. ADMINISTRATION OF THE PLAN.
A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered
by the Board of Directors of the Company (the "Board") or by a committee
appointed by the Board (the "Committee"). Hereinafter, all references in
this Plan to the "Committee" shall mean the Board if no Committee has been
appointed. Subject to ratification of the grant or authorization of each
Option by the Board (if so required by applicable state law), and subject
to the terms of the Plan, the Committee shall have the authority to (i)
determine to whom, from among the class of individuals and entities
eligible under paragraph 3 to receive Options, Options may be granted; (ii)
determine the time or times at which Options shall be granted; (iii)
determine the option price of shares subject to each Option, which price
shall not be less than the minimum price specified in paragraph 6; (iv)
determine (subject to paragraph 7) the time or times when each Option shall
become exercisable and the duration of the exercise period; (v) determine
whether restrictions such as repurchase options are to be imposed on shares
subject to Options and the nature of such restrictions, if any, and (vi)
interpret the Plan and prescribe and rescind rules and regulations relating
to it. The Committee shall take whatever actions it deems necessary, under
Section 422 of the Code and the regulations promulgated thereunder, to
ensure that no Option issued hereunder is treated as an ISO. The
interpretation and construction by the Committee of any provisions of the
Plan or of any Option granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such
rules and regulations for carrying out the Plan as it may deem advisable.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
granted under it.
B. COMMITTEE ACTIONS. The Committee may select one of its members as
its chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a quorum and acts
by a majority of the members of the Committee, or acts reduced to or
approved in writing by a majority of the members of the Committee (if
consistent with applicable state law), shall constitute the valid acts of
the Committee. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and
thereafter directly administer the Plan.
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3. ELIGIBLE EMPLOYEES AND OTHERS. Non-Qualified Options may be granted to
any employee or consultant of the Company or any Related Corporation who is not
an officer or director of the Company. Options may not be granted to any
officers or directors of the Company or any related Corporations. The Committee
may take into consideration a recipient's individual circumstances in
determining whether to grant an Option. The granting of any Option to any
individual or entity shall neither entitle such grantee to, nor disqualify such
grantee from, participation in any other grant of Options.
4. STOCK. The stock subject to Options shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is 500,000,
subject to adjustment as provided in paragraph 12. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part or
shall be repurchased by the Company, the shares of Common Stock subject to such
Option shall again be available for grants of Options under the Plan.
5. GRANTING OF OPTIONS. Options may be granted under the Plan at any time
on or after February 26, 1998 and prior to February 26, 2008. The date of grant
of an Option under the Plan will be the date specified by the Committee at the
time it grants the Option; provided, however, that such date shall not be prior
to the date on which the Committee acts to approve the grant.
6. MINIMUM OPTION PRICE. The exercise price per share specified in the
agreement relating to each Non-Qualified Option granted under the Plan (the
"Agreement"), may be less than the fair market value of the Common Stock of the
Company on the date of grant, but shall in no event be less than the minimum
legal consideration required therefor under the laws of the Commonwealth of
Massachusetts or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.
7. OPTION DURATION. Subject to earlier termination as provided in
paragraph 9 or as specified in the Agreement relating to such Option, each
Option shall expire on the date specified by the Committee, but not more than
ten years from the date of grant.
8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9 through
11, each Option granted under the Plan shall be exercisable as follows:
A. VESTING. The Option shall either be fully exercisable on the date
of grant or shall become exercisable thereafter in such installments as the
Committee may specify.
B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of
the Option, unless otherwise specified by the Committee.
C. PARTIAL EXERCISE. Each Option or installment may be exercised at
any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.
9. TERMINATION OF BUSINESS RELATIONSHIP. Each Option may provide that it
shall terminate before its stated expiration date, upon terms specified by the
Committee, if the optionee ceases to be an employee or consultant of the
Company, of any Related Corporation, or of the Company and all Related
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Corporations (any such relationship hereinafter referred to as a "Business
Relationship with the Company"). Nothing in the Plan or any Option granted
hereunder shall be deemed to give any optionee the right to continue his or her
Business Relationship with the Company for any period of time.
10. TRANSFERABILITY AND ASSIGNABILITY. Except as set forth below, (i) no
Stock Right shall be assignable or transferable by an optionee except by will or
by the laws of descent and distribution; and (ii) during the lifetime of the
optionee each Option granted under this Plan shall be exercisable only by him.
Notwithstanding the foregoing, the Committee may, in its discretion, authorize
all or a portion of any Option granted under this Plan to be transferable by the
optionee to (i) the spouse, children or grandchildren of the optionee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit
of such Immediate Family Members, or (iii) a partnership of which such Immediate
Family Members are the only partners, provided that (x) only the Committee may
in its discretion permit transfers to other persons or entities, (y) the stock
option agreement pursuant to which the Non-Qualified Option is granted must be
approved by the Committee, and must expressly provide for transferability at the
date of grant in a manner consistent with the Plan, and (z) subsequent transfers
of the transferred Option shall be prohibited except in accordance with this
paragraph. Following any such transfer, the Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of paragraph 12, hereof, the term
"optionee" shall be deemed to refer to the transferee. The events of termination
of Business Relationship set forth in the grantee's option agreement shall
continue to be applied with respect to the original optionee, following which
the Option shall be exercisable by the transferee only to the extent, and for
the periods specified therein.
11. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 10 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Option
shall be subject to the restrictions set forth herein or, consistent with
paragraph 7, to such other or additional termination and cancellation provisions
as the Committee may determine. The Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The proper
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of such
instruments.
12. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:
A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of Common
Stock deliverable upon the exercise of Options shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall
be made in the purchase price per share to reflect such subdivision,
combination or stock dividend.
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B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated
with or acquired by another entity in a merger or other reorganization in
which the holders of the outstanding voting stock of the Company
immediately preceding the consummation of such event, shall, immediately
following such event, hold, as a group, less than a majority of the voting
securities of the surviving or successor entity, or in the event of a sale
of all or substantially all of the Company's assets or otherwise (each, an
"Acquisition"), the Committee or the board of directors of any entity
assuming the obligations of the Company hereunder (the "Successor Board"),
shall, as to outstanding Options, either (i) make appropriate provision for
the continuation of such Options by substituting on an equitable basis for
the shares then subject to such Options the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Acquisition; or (ii) upon written notice to the optionees, provide that all
Options must be exercised, to the extent then exercisable or to be
exercisable as a result of the Acquisition, within a specified number of
days of the date of such notice, at the end of which period the Options
shall terminate; or (iii) terminate all Options in exchange for a cash
payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable or to be exercisable as a
result of the Acquisition) over the exercise price thereof.
C. RECAPITALIZATION OR REORGANIZATION. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph B above) pursuant to which securities of the
Company or of another corporation are issued with respect to the
outstanding shares of Common Stock, an optionee upon exercising an Option
shall be entitled to receive for the purchase price paid upon such exercise
the securities such optionee would have received if such optionee had
exercised his or her Option prior to such recapitalization or
reorganization.
D. DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such
other time and subject to such other conditions as shall be determined by
the Committee.
E. ISSUANCES OF SECURITIES. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.
F. FRACTIONAL SHARES. No fractional shares shall be issued under the
Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.
G. ADJUSTMENTS. Upon the happening of any of the events described in
subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Options which previously
have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such
subparagraphs.
13. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer
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agent as the Company shall designate. Such notice shall identify the Option
being exercised and specify the number of shares as to which such Option is
being exercised, accompanied by full payment of the purchase price therefor
either (a) in United States dollars in cash or by check, (b) at the discretion
of the Committee, through delivery of shares of Common Stock having a fair
market value equal as of the date of the exercise to the cash exercise price of
the Option, (c) at the discretion of the Committee, by delivery of the
optionee's personal recourse note bearing interest payable not less than
annually at no less than 100% of the lowest applicable Federal rate, as defined
in Section 1274(d) of the Code, (d) at the discretion of the Committee and
consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise, or (e) at the discretion of the
Committee, by any combination of (a), (b), (c) and (d) above. The holder of an
Option shall not have the rights of a shareholder with respect to the shares
covered by such Option until the date of issuance of a stock certificate to such
holder for such shares. Except as expressly provided above in paragraph 12 with
respect to changes in capitalization and stock dividends, no adjustment shall be
made for dividends or similar rights for which the record date is before the
date such stock certificate is issued.
14. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
February 26, 1998. The Plan shall expire at the end of the day on February 26,
2008 (except as to Options outstanding on that date). The Board may terminate or
amend the Plan in any respect at any time. Except as otherwise provided in this
paragraph 14, in no event may action of the Board alter or impair the rights of
an optionee, without his or her consent, under any Option previously granted to
such optionee.
15. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.
16. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the grant or exercise of
an Option, the vesting or transfer of an Option pursuant to an arm's-length
transaction, the vesting or transfer of restricted stock or securities acquired
upon the exercise of an Option hereunder, or the making of a distribution or
other payment with respect to such stock or securities, the Company may withhold
taxes in respect of amounts that constitute compensation includible in gross
income. The Committee in its discretion may condition (i) the grant or exercise
of an Option, (ii) the transfer of an Option or (iii) the vesting or
transferability of restricted stock or securities acquired by exercising a
Option, on the optionee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the optionee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
optionee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.
17. DETERMINATION OF FAIR MARKET VALUE OF COMMON STOCK. Whenever, under the
the terms of any option agreement or in administering the Plan, it is necessary
or desirable to determine the fair market value of the Company's Common Stock,
the Committee shall make such determination in accordance with this Section.
"Fair Market Value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the date
such Option is granted and shall mean (i) the average (on that date) of the high
and low prices of the Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock
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is then traded on a national securities exchange; or (ii) the last reported sale
price (on that date) of the Common Stock on the Nasdaq National Market, if the
Common Stock is not then traded on a national securities exchange; or (iii) the
closing bid price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities, if the Common
Stock is not reported on the Nasdaq National Market. However, if the Common
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall be deemed to be the fair value of the Common Stock as
determined by the Committee after taking into consideration all factors which it
deems appropriate, including, without limitation, recent sale and offer prices
of the Common Stock in private transactions negotiated at arm's length.
18. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares. Government regulations may impose reporting or other
obligations on the Company with respect to the Plan. For example, the Company
may be required to file tax information returns reporting the income received by
optionees in connection with the Plan.
19. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the Commonwealth
of Massachusetts, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.