EXHIBIT 99.3
NON-QUALIFIED EMPLOYEE
STOCK OPTION AGREEMENT
pursuant to the
LAUREATE EDUCATION, INC.
2003 STOCK INCENTIVE PLAN
2003 Stock Incentive Plan
Optionee:
No. of Shares:
Exercise Price:
AGREEMENT, executed and dated this
day of
200 , between Laureate Education, Inc.
(the “Company”), and the Optionee.
WHEREAS, the Optionee is now in the
employ of the Company or a subsidiary of or entity affiliated with
the Company, called collectively the “Company” (as
those terms are defined in the Plan) and the Company desires to
have the Optionee remain in such employ or capacity and to afford
the Optionee the opportunity to acquire stock ownership in the
Company so that the Optionee may have a direct proprietary interest
in the Company’s success; and
WHEREAS, the Company and its
stockholders have approved the Laureate Education, Inc. Stock
Incentive Plan (the “Plan”) pursuant to which the
Company may, from time to time, enter into stock option agreements
with certain of its Eligible Employees as therein
defined;
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants and agreements hereinafter
set forth, the parties hereto hereby mutually covenant and agree as
follows:
1.
Optionee’s Agreement
(a)
In consideration of the
Non-Qualified Stock Options granted to Optionee pursuant to this
Agreement, Optionee agrees and covenants that, except as
specifically authorized by the Company or this Agreement, during
the term of his/her employment and for a period of two
(2) years after Optionee’s employment with the Company
is terminated, by the Optionee or the Company, for any
reason:
(i)
Optionee shall not, directly or indirectly, in any capacity
whatsoever anywhere in the World where the Company itself, or
through its franchisees and licenses does business, or was active
in developing a strategy to conduct business, either on his/her own
behalf or on behalf of any other person or entity with whom he may
be employed or otherwise associated, compete with the Company or
interfere with the business relationships of the Company in any of
the lines of business in which the Company is engaged as of the
date of this Agreement, or may enter after the date of this
Agreement,
and for which line or lines of
business Optionee shall have in the course of his employment with
the Company provided services or held duties or
responsibilities.
(ii)
Optionee shall not solicit, encourage, or induce any franchisees,
customers, suppliers, vendors, or contractors of the Company, or
any prospect being actively pursued by the Company, to terminate or
adversely modify any business relationship with the Company or not
to proceed with, or enter into, any business relationship with the
Company, nor shall Optionee otherwise interfere with any business
relationship between the Company and any of its franchisees,
customers, suppliers, vendors, or contractors; and
(iii)
Optionee shall not solicit, encourage or induce any employee of the
Company to terminate his/her employment with the Company, employ
any person employed by the Company, or otherwise interfere with or
disrupt the Company’s relationship with other
employees.
(b)
Optionee acknowledges and agrees
that the foregoing covenants are reasonable and necessary for the
protection of the Company’s valid business interests and that
a violation of any of the covenants will cause immediate and
irreparable injury to the Company, for which injury there is no
adequate remedy at law. Optionee expressly agrees that in the
event of the actual or threatened breach of such covenants by
him/her, the Company, its successors and assigns shall be entitled
to an immediate injunction by a court of competent jurisdiction
preventing and restraining such breach. In any such action
for injunctive relief, the Company shall be entitled to recover
from Optionee the costs, including reasonable attorney’s
fees, incurred by the Company in the action, in addition to any
other relief awarded by the court.
(c)
It is specifically agreed that each
of the covenants set forth above in Sections 1 a(i), (ii) and
(iii) is severable, and if any of them is determined to be
invalid or unenforceable for any reason, the remaining provisions
and portions of this Section 1 shall be unaffected thereby and
shall remain in full force to the fullest extent permitted by
law. If any of the covenants is held invalid or unenforceable
by reason of length of time, area covered or activity covered, or
any combination thereof, or for any other reason, any court of
competent jurisdiction shall adjust, reduce or otherwise reform any
such covenant to the extent necessary to cure any invalidity and to
protect the interests of the Company to the fullest extent of the
law so that the area, time period and scope of activity restricted
shall be the maximum area, time period and scope of activity the
court deems valid and enforceable, and as reformed such covenant
shall then be enforced.
2.
Grant of Option
(a)
Subject to the terms and conditions
set forth herein, the Company hereby grants to the Optionee during
the period commencing as of the date of this Agreement and ending
on ,
20 at 11:59 p.m. (the
“Option Period”) Non-Qualified Stock Options to
purchase from the Company, at a price of
$
per share, up to but not exceeding in the aggregate
shares of
the Company’s duly registered Common Stock (the
“Stock”), such number being subject to adjustment as
provided in the Plan.
(b)
Nothing contained in the Plan or
this Agreement, nor the grant of Options herein, shall be construed
or deemed under any circumstances to obligate the Company to
continue the employment of the Optionee for the period within which
the Options granted may be
exercised or for any other definite
period of time, and nothing in the Plan or this Agreement shall
limit or restrict the right of the Company to terminate the
Optionee’s employment at any time, for any reason, for or
without cause.
3.
Exercise of Option
Subject to such other limitations as
may be provided by the Administrator (as defined in the Plan), the
Option granted in paragraph 2 of this Agreement may be exercised as
follows:
(a)
The aggregate number of shares of
Stock of the Company optioned by this Agreement shall be divided
into installments, as follows. The first installment, which
shall be in an amount equal to twenty percent (20%) of the shares
optioned hereunder, shall be exercisable, in whole or in part,
commencing
,
200 ; the second installment, which shall be
in an amount equal to twenty percent (20%) of the shares optioned
hereunder, shall be exercisable, in whole or in part, commencing
, 200 ; the
third installment, which shall be in an amount equal to twenty
percent (20%) of the shares optioned hereunder, shall be
exercisable, in whole or in part, commencing
, 200 ; the
fourth installment, which shall be in an amount equal to twenty
percent (20%) of the shares optioned hereunder, shall be
exercisable in whole or in part, commencing on
, 200 ; and
the fifth installment, which shall be in an amount equal to twenty
percent (20%) of the shares optioned hereunder, shall be
exercisable, in whole or in part, commencing on
,
20 .
(b)
To the extent not exercised,
installments shall accumulate and be exercisable by the Optionee,
in whole or in part, in any subsequent year included in the Option
Period but not later than the expiration of the Option
Period.
(c)
No less than one hundred (100)
shares of Stock may be purchased upon any one exercise of the
Option granted hereby unless the number of shares of Stock
purchased at such time is the total number of shares of Stock in
respect of which the Option hereby granted is then
exercisable.
(d)
In no event shall any Option granted
hereby be exercisable for a fractional share.
(e)
The Administrator may in its
discretion place limitations on the extent to which shares of Stock
of the Company may be tendered by the Optionee as payment upon
exercise of an Option.
(f)
From time to time, in its
discretion, the Administrator may offer the Optionee the right to
cancel any Options granted hereunder.
4.
Method of Exercising Option and Payment of Option
Price
(a)
The Option hereby granted shall be
exercised by the Optionee by delivering to the Secretary of the
Company, from time to time, on any business day during the Option
Period (the “Exercise Date”), written notice specifying
the number and kind of shares of Stock the Optionee then desires to
purchase (the “Notice”), and either (i) cash,
certified check, bank draft or postal or express money order to the
order of the Company for an amount in United States dollars equal
to the option price for the number of shares of Stock specified in
the Notice (the “Total Option Price”), such payment to
be delivered with the Notice, or (ii) in the discretion of the
Administrator, shares of Stock of the
Company with a value (determined in
accordance with paragraph (d) below) equal to or less than the
Total Option Price plus, cash, certified check, bank draft or
postal or express money order to the order of the Company for an
amount in United States dollars equal to the amount, if any, by
which the Total Option Price exceeds the Fair Market Value of such
shares of Stock of the Company (determined in accordance with
paragraph (d) below). In the case of (ii) above,
the Total Option Price shall be delivered to the Secretary of the
Company not later than the end of the first business day after the
Exercise Date. In the event of payment in shares of Stock,
such payment shall be made by delivery of the necessary stock
certificates, with executed stock powers attached, to the Secretary
of the Company. If the Optionee pays the Total Option Price
pursuant to clause (ii) above, then the Notice shall
state
