Exhibit 10.10
CRA INTERNATIONAL, INC.
Nonqualified Stock Option
under the 2006 Equity Incentive Plan
Pursuant
to the CRA International, Inc. 2006 Equity Incentive Plan (the
"Plan") and subject to the terms and conditions hereinafter set
forth, CRA International, Inc. (the "Company") hereby grants
to the employee named below (hereinafter the "Holder") the right
and option to purchase from the Company an aggregate
of shares
of the Company's common stock, without par value ("Common Stock"),
at the time and in the manner hereinafter stated. The basic terms
of this option are as follows:
Date of Grant:
Name of Holder:
Address:
City, State, Zip:
Social Security
Number:
Maximum number of shares for
which this option is exercisable:
Exercise (purchase) price per
share:
Expiration date of
option:
Vesting Rate:
Position in, or relationship to,
the Company:
Other terms and
conditions:
This
option is subject to the Terms and Conditions attached hereto as
Schedule A, which are incorporated by reference herein.
By signing below you both accept this option and acknowledge that
you have read, understand, agree to and accept the Terms and
Conditions. The undersigned further acknowledges receipt of the
Plan, as amended, the prospectus describing the Plan (documents
incorporated by reference in the prospectus are available upon
request), and the annual report of the Company for the most recent
fiscal year.
Signed
as a Massachusetts agreement under seal as of the Grant
Date:
CRA
INTERNATIONAL, INC.
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By: James C.
Burrows, President
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{Insert Holder
name}
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Schedule A
CRA INTERNATIONAL, INC.
Nonqualified Stock Option
under the 2006 Equity Incentive Plan
TERMS AND CONDITIONS
FIRST: This option is and shall be subject in every respect
to the provisions of the Plan, as may be amended from time to time,
which is incorporated herein by reference and made a part hereof.
In the event of any conflict or inconsistency between the terms
hereof and those of the Plan, the latter shall prevail. References
herein to the Plan Administrator shall mean the Plan Administrator
as defined in the Plan.
Subject
to the other provisions contained herein, this option shall be
exercised by the delivery of written notice to the Company (the
"Notice") setting forth the number of shares with respect to which
the option is to be exercised and the address to which the
certificates for such shares are to be mailed, together with
(i) cash or check payable to the order of the Company for an
amount equal to the option price for the number of shares specified
in the Notice; or (ii) with the consent of the Plan
Administrator, by delivery to the Company of shares of Common Stock
that either have been purchased by the Holder on the open market,
or have been beneficially owned by the Holder for a period of at
least six months and are not then subject to restriction under any
Company plan ("mature shares"); (iii) with the consent of the
Plan Administrator, by delivery of a personal recourse note issued
by the Holder to the Company in a principal amount equal to such
aggregate exercise price and with such other terms, including
interest rate and maturity, as the Plan Administrator may determine
in its discretion; provided, however, that the interest rate borne
by such note shall not be less than the lowest applicable federal
rate, as defined in Section 1274(d) of the Internal Revenue
Code of 1986, as amended; (iv) with the consent of the Plan
Administrator, by delivery of such documentation as the Plan
Administrator and a broker, if applicable, shall require to effect
an exercise of the option and delivery to the Company of the sale
or loan proceeds required to pay the option price of the shares for
which the option is being exercised; (v) with the consent of
the Plan Administrator, such other consideration which is
acceptable to the Plan Administrator and which has a fair market
value equal to the option price for the shares as to which the
option is being exercised; or (vi) with the consent of the
Plan Administrator, a combination of (i), (ii), (iii), (iv),
(v) and/or (vi). For the purpose of the preceding sentence,
the fair market value per share of the Common Stock so delivered to
the Company shall be the closing price per share on the date of
delivery as reported by a nationally recognized stock exchange, or,
if the Common Stock is not listed on such an exchange, as reported
by the Nasdaq Stock Market, Inc. or, if the Common Stock is
not reported by the Nasdaq Stock Market, Inc., the mean of the
bid and asked prices per share on the date of delivery or, if the
Common Stock is not traded over-the-counter, the fair market value
per share as determined by the Plan Administrator.
SECOND: The Company, in its discretion, may file a
registration statement on Form S-8 under the Securities Act of
1933 to register shares of Common Stock reserved for issuance under
the Plan. At any time at which such a registration statement is not
in effect, it shall be an additional condition precedent to any
exercise of this option that the Holder shall deliver to the
Company a customary "investment letter" satisfactory to the Company
and its counsel in which, among other things, the Holder shall
state that the Holder is purchasing the shares for investment and
acknowledges that they are not freely transferable except in
compliance with state and federal securities laws.
THIRD: Within a reasonable time after receipt by the Company
of the Notice and payment for any shares to be purchased hereunder
and, if required as a condition to exercise, the investment letter
described in paragraph SECOND, the Company will deliver or cause to
be delivered to the Holder (or if any other individual or
individuals are exercising this option, to such individual or
individuals) at the address specified in the Notice a certificate
or certificates for the number of shares with respect to
2
which the option is then being
exercised, registered in the name or names of the individual or
individuals exercising the option, either alone or jointly with
another person or persons with rights of survivorship, as the
individual or individuals exercising the option shall prescribe in
writing to the Company at or prior to such purchase; provided,
however, that if any law or regulation or order of the Securities
and Exchange Commission or other body having jurisdiction in the
premises shall require the Company or the Holder (or the individual
or individuals exercising this option) to take any action in
connection with the shares then being purchased, the date for the
delivery of the certificates for such shares shall be extended for
the period necessary to take and complete such action, it being
understood that the Company shall have no obligation to take and
complete any such action. The Company may imprint upon such
certificate the legend set forth in the Plan or such other legends
referencing stock transfer restrictions which counsel for the
Company considers appropriate. Delivery by the Company of the
certificates for such shares shall be deemed effected for all
purposes when the Company or a stock transfer agent of the Company
shall have deposited such certificates in the United States mail,
addressed to the Holder, at the address specified in the
Notice.
FOURTH: The existence of this option shall not affect in any
way the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure
or its business, or any merger or consolidation of the Company, or
any issue of Common Stock, or any issue of bonds, debentures,
preferred or prior preference stock or other capital stock ahead of
or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
If
the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common
Stock outstanding, in any such case without receiving compensation
therefor in money, servi
