Stock Option Agreement - The Corporate Executive Board Co. and Jeffrey D. Zients
The Corporate Executive Board Company
The Watergate
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
January 18, 1999
Mr. Jeffrey D. Zients
c/o The Corporate Executive Board Company
600 New Hampshire Avenue, NW
Washington, D.C. 20037
Re: Stock Option Agreement #1 and Stock Option Agreement #2 (collectively,
the "Agreements"), between The Corporate Executive Board Company
(the "Company") and Jeffrey D. Zients (the "Optionee")
Dear Jeff:
The purpose of this letter is to clarify certain mutual understandings with
respect to the interpretation of the above-referenced Agreements. Capitalized
terms used but not defined in this letter have the meanings given them in the
Agreements.
First, if the Optionee serves as a director of the Company, such service
shall be considered continued employment with the Company for purposes of the
Agreements. Specifically, a date on which the Optionee ceases to hold any
position with the Company except for serving as a director of the Company, shall
not, for purposes of the Agreements, be deemed a Termination Date, a Voluntary
Resignation Date or a date in which the Optionee ceases to be employed by the
Company for Cause.
Second, if the Optionee serves the Company solely as a director, and
subsequently ceases to serve as a director for any reason other than upon death
or a Disability, such cessation shall be treated as a termination without Cause
for purposes of the Agreements.
Third, in the event of an Initial Public Offering, the Options shall
terminate on the earlier of (A) March 31, 2009 and (B) the later of (i) thirty
(30) days after the expiration of any lockup period applicable to the Option
Shares and (ii) the date specified by Section 5(f) of the Agreements.
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If the foregoing accurately reflects our mutual understanding with respect
to the interpretation of the Agreements, please so indicate by signing below.
Very truly yours,
THE CORPORATE EXECUTIVE
BOARD COMPANY
By: /s/ Harold L. Siebert
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Name: Harold "Rusty" Siebert
Title: Chairman of the Board
SO AGREED:
/s/ Jeffrey D. Zients
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Optionee
2