Director Stock Option Agreement - Premier Research Worldwide Ltd. and Philip J. Whitcome
DIRECTOR STOCK
OPTION AGREEMENT
PREMIER RESEARCH WORLDWIDE, LTD.
Dated as of January 23, 1997, and delivered by Premier Research
Worldwide, Ltd., a Delaware corporation (the "Company"), to Philip J. Whitcome.,
Ph.D., a member of the Board of Directors of the Company. (the "Optionee").
1. Grant. Subject to the terms and provisions hereinafter set forth,
the Company hereby confirms the grant to the Optionee of an option (the
"Option") to purchase an aggregate of 4,402 shares of the common stock, $.01 par
value (the "Common Stock"), of the Company, subject to adjustment as provided
herein, at a price determined in the manner set forth herein. The option
exercise price will equal the Price to the Public of a share of the Common Stock
in the IPO (as defined herein), unless the IPO does not occur prior to December
31, 1997, in which case the option price shall equal the fair market value of
the Common Stock on the date of grant of this Option (January 23, 1997), as
reasonably determined by the Board of Directors.
2. Expiration of Option. The Option shall expire on January 23, 2004,
unless earlier terminated as follows:
(a) Termination of Directorship. If Optionee shall cease to be
a member of the Board of Directors of the Company for any reason, the Option
shall terminate three months following such event.
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(b) IPO. The Option shall terminate at the end of the five
year period following the closing of the first sale by the Company of shares of
its Common Stock in a registered public offering (an "IPO").
(c) Sale. The Option shall terminate one month following a
Sale of the Company. For purposes herein, the term "Sale" refers to any sale of
substantially all of the assets of the Company, other than in the ordinary
course of business, or a sale or transfer of capital stock of the Company (other
than the sale of stock in the IPO) resulting in a change in the ownership of a
majority of the voting capital stock of the Company, or a merger or
consolidation having the effect of such a sale of capital stock.
3. Events Upon Which Option Becomes Exercisable. The Option shall
be exercisable, for the period indicated, solely upon the first to occur of the
following events, in each case subject to prior termination pursuant to
paragraph 2 above:
(a)During the five year period commencing with the
180th day following the closing of the IPO.
(b) During the one-month period preceding January 23, 2004.
(c) During the one-month period commencing with a Sale of
the Company.
4. Manner of Exercise. During the period, if any, that the Option is
exercisable, the Optionee may exercise the Option with respect to all or any
part of the shares then subject to the Option, by giving the Company written
notice of such exercise, which notice shall be in such form as may from time to
time be specified by the Committee. Such notice shall specify the number of
shares as to which the Option is so exercised and shall be accompanied by full
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payment for all the shares being purchased. The option price shall be payable in
cash, by check or by tendering to the Company shares of Common Stock having an
aggregate fair market value, determined as of the date of payment by the Board
of Directors of the Company (the "Board"), equal to the option price.
5. Non-Transferability. During the lifetime of the Optionee, the Option
shall be exercisable only by him and shall not be assignable or transferable by
him, and no other person shall acquire any rights therein, the Option being
transferable by the Optionee only by will or the laws of dissent and
distribution.
6. Adjustment in the Event of Recapitalization. In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering or any other change in the
corporate structure or shares of the Company, the Board shall make such
adjustment as it may deem equitably required, in the number and kind of shares
covered by the Option and in the option price.
7. Notices. Any notice to the Company provided for in this Stock Option
Agreement shall be addressed to it in care of its Secretary, at its principal
executive offices, and any notice to the Optionee shall be addressed to him at
his address at the time as it is shown on the records of the Company, or to such
other address as either may designate to the other in writing. Any such notice
shall be in writing and shall be deemed to be fully given if delivered by hand
or sent by telegram or by registered or certified mail, postage prepaid,
addressed as stated above.
8. Miscellaneous. All references herein shall include the singular and
the plural and the masculine, feminine and the neuter, as applicable. This Stock
Option Agreement replaces and supersedes all agreements and understandings
between the Company, and the Optionee with
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respect to the subject matter hereof. This Stock Option Agreement is subject to
modification or amendment solely upon a written agreement signed by the Company
and the Optionee. The validity, construction, interpretation and effect of this
Stock Option Agreement shall be exclusively governed by and determined in
accordance with the laws of the Commonwealth of Pennsylvania.
PREMIER RESEARCH WORLDWIDE, LTD.
By /s/ Joan Carter
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Joan Carter, Chairman
The Optionee named herein hereby acknowledges receipt of this Stock
Option Agreement and confirms that this Stock Option Agreement supersedes all
agreements and understandings between the parties with respect to the subject
matter hereof.
/s/ Philip J. Whitcome
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Philip J. Whitcome, Ph.D., Optionee
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