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EXHIBIT 4.5
PAREXEL INTERNATIONAL CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
PAREXEL International Corporation, a Massachusetts corporation (the
"Company"), hereby grants as of the ___ day of February, 1998 (the "Date of
Grant") to __________________ (the "Optionee"), an option to purchase a maximum
of ________ shares (the "Option Shares") of its Common Stock, $0.01 par value
("Common Stock"), at the price of $_____ per share, on the following terms and
conditions:
1. GRANT UNDER 1998 NON-QUALIFIED, NON-OFFICER STOCK OPTION PLAN. This
option is granted pursuant to and is governed by the Company's 1998
Non-Qualified, Non-Officer Stock Option Plan (the "Plan") and, unless the
context otherwise requires, terms used herein shall have the same meaning as in
the Plan. Determinations made in connection with this option pursuant to the
Plan shall be governed by the Plan as it exists on this date.
2. GRANT AS NON-QUALIFIED OPTION: OTHER OPTIONS. This option shall be
treated for federal income tax purposes as a Non-Qualified Option (the "NQO")
(rather than an incentive stock option). This option is in addition to any other
options heretofore or hereafter granted to the Optionee by the Company or any
Related Corporation (as defined in the Plan), but a duplicate original of this
instrument shall not effect the grant of another option.
3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. If the Optionee
has continued to serve the Company or any Related Corporation in the capacity of
an employee or consultant (such service is described herein as maintaining or
being involved in a "Business Relationship" with the Company) on the dates
referenced below, the Optionee may exercise this option as set forth below:
[INSERT VESTING SCHEDULE]
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company or any Related Corporation,
may be exercised on or before the date which is ten (10) years from the date
this option is granted. All of the foregoing rights are subject to Sections 4
and 5, as appropriate, if the Optionee ceases to maintain a Business
Relationship with the Company and all Related Corporations or dies, becomes
disabled or undergoes dissolution while involved in a Business Relationship with
the Company.
4. TERMINATION OF BUSINESS RELATIONSHIP.
Unless otherwise specified in the agreement relating to such NQO, if an
NQO Optionee ceases to be employed by the Company and all Related Corporations
other than by reason of death or disability as defined in Section 5, no further
installments of his or her NQOs shall become exercisable, and his or her NQOs
shall terminate on the earlier of (a) sixty (60) days after the date of
termination of his or her employment, or (b) their specified expiration dates.
For purposes of this Section 4, employment shall be considered as continuing
uninterrupted during any bona fide leave of absence (such
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as those attributable to illness, military obligations or governmental service)
provided that the period of such leave does not exceed 90 days or, if longer,
any period during which such Optionee's right to reemployment is guaranteed by
statute. A bona fide leave of absence with the written approval of the Committee
shall not be considered an interruption of employment under this Section 4,
provided that such written approval contractually obligates the Company or any
Related Corporation to continue the employment of the Optionee after the
approved period of absence. NQOs granted under the Plan shall not be affected by
any change of employment within or among the Company and Related Corporations,
so long as the Optionee continues to be an employee of the Company or any
Related Corporation. Nothing in the Plan shall be deemed to give any grantee of
any Stock Right the right to be retained in employment or other service by the
Company or any Related Corporation for any period of time.
5. DEATH; DISABILITY.
(A) DEATH. If an NQO Optionee ceases to be employed by the Company and
all Related Corporations by reason of his or her death, any NQO owned by such
Optionee may be exercised, to the extent otherwise exercisable on the date of
death, by the estate, personal representative or beneficiary who has acquired
the NQO by will or by the laws of descent and distribution, until the earlier of
(i) the specified expiration date of the NQO or (ii) 180 days from the date of
the Optionee's death.
(B) DISABILITY. If an NQO Optionee ceases to be employed by the Company
and all Related Corporations by reason of his or her disability, such Optionee
shall have the right to exercise any NQO held by him or her on the date of
termination of employment, for the number of shares for which he or she could
have exercised it on that date, until the earlier of (i) the specified
expiration date of the NQO or (ii) 180 days from the date of the termination of
the Optionee's employment. For the purposes of the Plan, the term "disability"
shall mean "permanent and total disability" as defined in Section 22(e)(3) of
the Internal Revenue Code or any successor statute.
(C) EFFECT OF TERMINATION. At the expiration of such 180-day period
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date, whichever is the earlier, this option shall terminate and the only rights
hereunder shall be those as to which the option was properly exercised before
such termination.
(D) DISSOLUTION. If the Optionee is a corporation, partnership, trust
or other entity that is dissolved, is liquidated, becomes insolvent or enters
into a merger or acquisition with respect to which the Optionee is not the
surviving entity, at a time when the Optionee is involved in a Business
Relationship with the Company, this option shall immediately terminate as of the
date of such event, and the only rights hereunder shall be those as to which
this option was properly exercised before such dissolution or other event.
6. PARTIAL EXERCISE. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share unless such exercise is with respect to the
final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, in accordance with Paragraph 13(G) of the Plan,
to permit the Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence
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shall remain subject to this option and shall be available for later purchase by
the Optionee in accordance with the terms hereof.
7. PAYMENT OF PRICE.
(A) FORM OF PAYMENT: The option price shall be paid in the following
manner:
(i) in United States dollars in cash or by check;
(ii) subject to paragraph 7(b) below, at the discretion of the
Committee, through delivery of shares of Common Stock having
a fair market value (determined by the Board of Directors of
the Company or a committee appointed by the Board) equal as
of the date of the exercise to the cash exercise price
option; or
(iii) 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
(iv) at the discretion of the Company, by any combination of the
foregoing.
(B) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If the Optionee
delivers Common Stock held by the Optionee ("Old Stock") to the Company in full
or partial payment of the option price, and the Old Stock so delivered is
subject to restrictions or limitations imposed by agreement between the Optionee
and the Company, an equivalent number of Option Shares shall be subject to all
restrictions and limitations applicable to the Old Stock to the extent that the
Optionee paid for the Option Shares by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this Agreement. Notwithstanding the
foregoing, the Optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been owned
by the Optionee free of any substantial risk of forfeiture for at least six
months.
(C) PERMITTED PAYMENT BY RECOURSE NOTE: In addition, if this paragraph
is signed below by the person signing this Agreement on behalf of the Company,
and at the discretion of the Committee, the option price may be paid by delivery
of grantee'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 Internal Revenue Code of 1986, as amended;
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Signature
8. MEANS OF EXERCISING OPTION. Subject to the terms and conditions of this
Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of Option Shares for which it is being exercised and shall
be signed by the person or persons so exercising this option. Such notice shall
be
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accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising this option, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Optionee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
9. OPTION NOT TRANSFERABLE. This option shall not be assignable or
transferable by the grantee except by will or by the laws of descent and
distribution. Except as set forth in the previous sentence, during the lifetime
of the Optionee each NQO shall be exercisable only by the Optionee.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.
11. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. Neither the Plan,
this Agreement, nor the grant of this option imposes any obligation on the
Company or any Related Corporation to continue to maintain a Business
Relationship with the Optionee.
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. 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 in paragraph 12 of the Plan 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.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
14. WITHHOLDING TAXES. If the Company or any Related Corporation in its
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, the vesting or transfer of Option Shares
acquired on the exercise of this option, or the making of a distribution or
other payment with respect to the Option Shares, the Optionee hereby agrees that
the Company or any Related Corporation may withhold from the Optionee's wages or
other remuneration the appropriate amount of tax. At the discretion of the
Company or Related Corporation, the amount required to be withheld may be
withheld in cash from such wages or other remuneration or in kind from the
Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company or any Related
Corporation does not withhold an amount from the Optionee's wages or other
remuneration sufficient to satisfy the withholding obligation of the Company or
Related Corporation, the Optionee will make reimbursement on demand, in cash,
for the amount underwithheld.
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15. PROVISION OF DOCUMENTATION TO EMPLOYEE. By signing this Agreement the
Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
16. MISCELLANEOUS.
(A) NOTICES: All notices hereunder shall be in writing and shall be
deemed given when sent by certified or registered mail, postage prepaid, return
receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(B) ENTIRE AGREEMENT: MODIFICATION: This Agreement constitutes the
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by both
parties.
(C) SEVERABILITY: The invalidity, illegality or unenforceability of any
provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.
(D) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 9 hereof.
(E) GOVERNING LAW: This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to the principles of the conflicts of laws thereof. The preceding choice
of law provision shall apply to all claims, under any theory whatsoever, arising
out of the relationship of the parties contemplated herein.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed as of the date first above written.
- ------------------------------ PAREXEL International Corporation
Optionee 195 West Street
Waltham, MA 02154
- ------------------------------ By: /s/ William T. Sobo, Jr.
Print Name of Optionee ----------------------
William T. Sobo, Jr.
- ------------------------------ Title: Sr. Vice President/CFO
Street Address
- ------------------------------
City State Zip Code
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Social Security Number