Term Sheet for Director Non-Qualified Stock Options - The Corporate Executive Board Co. and Michael A. D'Amato
THE CORPORATE EXECUTIVE BOARD COMPANY TERM SHEET FOR DIRECTOR NON-QUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, The Corporate Executive Board Company, a Delaware corporation (the "Company"), hereby grants to Optionee named below the non-qualified stock option (the "Option") to purchase any part or all of the number of shares of its $0.01 par value Class B Nonvoting Common Stock (the "Common Stock") that are covered by this Option, as specified below, at the Exercise Price per share specified below and upon the terms and subject to the conditions set forth in this Term Sheet, the Plan specified below (the "Plan") and the Standard Terms and Conditions (the "Standard Terms and Conditions") promulgated under such Plan, each as amended from time to time. This Option is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. -------------------------------------------------------------------------------- The Plan: This Option is granted pursuant to the Company's Directors' Stock Plan. -------------------------------------------------------------------------------- Name of Optionee: Michael A. D'Amato -------------------------------------------------------------------------------- Social Security Number: -------------------------------------------------------------------------------- Grant Date: January 4, 1999 -------------------------------------------------------------------------------- Number of Shares of Common Stock covered by Option: 2,100 -------------------------------------------------------------------------------- Exercise Price Per Share: $245.00 -------------------------------------------------------------------------------- Expiration Date: January 4, 2009 -------------------------------------------------------------------------------- Vesting Schedule: The number of shares of Common Stock covered by Option shall vest in full as of the date one (1) year after the Grant Date set forth above, subject to the Standard Terms and Conditions. -------------------------------------------------------------------------------- This Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By accepting this Term Sheet, Optionee acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Term Sheet, the Plan and the Standard Terms and Conditions. THE CORPORATE EXECUTIVE BOARD COMPANY /s/ Michael A. D'Amato ----------------------------------------- Optionee Signature By /s/ Harold L. Siebert -------------------------- Title: Chairman Address (please print): -------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- <PAGE> January 27, 1999 Michael A. D'Amato c/o The Corporate Executive Board Company 600 New Hampshire Avenue NW Washington, D.C. 20037 Re: The Corporate Executive Board Company Term Sheet For Director Non- Qualified Stock Options (the "Term Sheet") between Michael A. D'Amato ("Optionee") and The Corporate Executive Board Company (the "Company). Dear Mr. D'Amato: The Term Sheet is hereby amended by deleting the text set forth adjacent to the Vesting Schedule and replacing such text with the following: The number of shares of Common Stock covered by Option shall vest in full as of the closing of the initial public offering of the capital stock of the Company, subject to the Standard Terms and Conditions. Optionee hereby acknowledges and agrees that the Option shall be subject to the terms of the Term Sheet as amended by this letter agreement, the Plan and the Standard Terms and Conditions. <PAGE> January 27, 1999 Page 2 Capitalized terms used but not defined in this letter have the meanings given them in the Agreement. Sincerely, /s/ Harold L. Siebert -------------------------------------------------- Harold L. Siebert Chairman of the Board The Corporate Executive Board Company Agreed and accepted as of the date of this letter: /s/ Michael A. D'Amato -------------------------------------------------- Michael A. D'Amato