Exhibit 10.3
THE ADVISORY BOARD COMPANY
AWARD AGREEMENT FOR
QUALIFIED STOCK
OPTIONS
FOR GOOD AND VALUABLE
CONSIDERATION, The Advisory Board Company, a Delaware corporation
(the “Company”), hereby grants to Optionee named below
the stock option (the “Option”) to purchase any part or
all of the number of shares of its common stock, par value $0.01
per share (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 Award Agreement, the Plan specified below (as may
be amended from time to time, the “Plan”) and the
Standard Terms and Conditions for Qualified Stock Options Granted,
a copy of which is attached hereto, as may be amended from time to
time. This Option is granted pursuant to the Plan and is subject to
and qualified in its entirety by the Plan.
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Number of
Shares of Common Stock covered by Option:
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Exercise Price
Per Share:
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This Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended. By executing and
delivering this Award Agreement, Optionee acknowledges that he or
she has received and read, and agrees that this Option shall be
subject to, the terms of this Award Agreement, the Standard Terms
and Conditions attached hereto and made a part hereof, and the
Plan.
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THE ADVISORY
BOARD COMPANY
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THE OPTIONEE
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Name:
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Address:
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1
THE ADVISORY BOARD COMPANY
STANDARD TERMS AND CONDITIONS
FOR QUALIFIED STOCK OPTIONS
The
Advisory Board Company, a Delaware corporation (the
“Company”), has granted to the Optionee named in the
Award Agreement to which these Standard Terms and Conditions are
attached (the “Award Agreement”) options (the
“Option”) to purchase any part or all of the number of
shares of the Company’s common stock, $0.01 par value per
share (the “Common Stock”), set forth in the Award
Agreement, at the purchase price per share and upon the other terms
and subject to the conditions set forth in the Award Agreement,
these Standard Terms and Conditions, and the Plan specified in the
Award Agreement (the “Plan”). For purposes of these
Standard Terms and Conditions and the Award Agreement, any
reference to the Company shall include a reference to any
Subsidiary. Certain capitalized terms not otherwise defined herein
are defined in the Plan.
The
exercise price (the “Exercise Price”) of the Option is
set forth in the Award Agreement. To the extent not previously
exercised (and subject to termination or acceleration as provided
in these Standard Terms and Conditions or the Plan, or as
determined or approved by the Administrator), the Option shall be
exercisable on and after the date and to the extent it becomes
vested, as described in the Award Agreement, to purchase up to that
number of
shares
of Common Stock as set forth in the Award Agreement.
To
exercise the Option (or any part thereof), the Optionee shall
deliver a “Notice of Exercise” to the Company
specifying the number of whole shares of Common Stock the Optionee
wishes to purchase and how the Optionee’s shares of Common
Stock should be registered (in the Optionee’s name only or in
the Optionee’s and the Optionee’s spouse’s names
as community property or as joint tenants with right of
survivorship).
The
Company shall not be obligated to issue any shares of Common Stock
until the Optionee shall have paid the total Exercise Price for
that number of shares of Common Stock. The Exercise Price may be
paid:
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B.
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by payment
under an arrangement with a broker where payment is made pursuant
to an irrevocable commitment by a broker to deliver all or part of
the proceeds from the sale of the Option shares to the
Company,
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C.
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by tendering
(either physically or by attestation) shares of Common Stock owned
by the Optionee that have a fair market value on the date of
exercise equal to the total Exercise Price but only if such will
not result in an accounting charge to the Company, or
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D.
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by any
combination of the foregoing or in such other form(s) of
consideration as the Administrator (as defined in the Plan) in its
discretion shall specify.
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Fractional shares may not be exercised. Shares
of Common Stock will be issued as soon as practical after exercise.
Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the
Company determines that the exercisability of the Option or the
delivery of shares hereunder would violate any federal, state or
other applicable laws.
Except as provided in this Section 3, the
Option shall expire and cease to be exercisable as of the
Expiration Date set forth in the Award Agreement. Notwithstanding
anything to the contrary, the Optionee’s termination of
employment will occur when the Optionee ceases to be an employee
(as determined by the Company in accordance with Section 3401(c) of
the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations promulgated thereunder) of
the Company and any Subsidiary.
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A.
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Upon the death
of the Optionee while in the employ of the Company or any
Subsidiary or while serving as a member of the Board, or upon the
date of a termination of the Optionee’s employment as a
result of the Total and Permanent Disablement of the Optionee, the
Option shall become fully exercisable on the date of death or
termination, as the case may be, and shall expire on the earlier of
twelve (12) months following such date and the Expiration Date
of the Option.
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B.
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Upon
Optionee’s Retirement, (i) any part of the Option that
is unexercisable as of the date of his or her Retirement shall
remain unexercisable and shall terminate as of such date and
(ii) any part of the Option that is exercisable as of the date
of his or her Retirement shall expire on the earlier of twelve
(12) months following such date and the Expiration Date of the
Option.
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C.
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Except as
otherwise provided in this Section 3, upon the date of a
termination of the Optionee’s employment with the Company,
(i) any part of the Option that is unexercisable as of such
termination date shall remain unexercisable and shall terminate as
of such date, and (ii) any part of the Option that is
exercisable as of such termination date shall expire the earlier of
ninety (90) days following such date or the Expiration Date of
the Option.
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D.
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If, within one
year after a Change of Control (as defined in Section 14
hereof) of the Company, the Optionee’s employment with the
Company is terminated for any reason other than for Cause (as
defined in Section 14 hereof), death, Total and Permanent
Disablement, Retirement, or voluntary resignation by the Optionee,
the Option shall become fully exercisable on the date of such
termination and shall expire on the earlier of ninety
(90) days following the date of termination and the Expiration
Date of the Option.
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4.
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RESTRICTIONS
ON RESALES OF OPTION SHARES
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The
Company may impose such restrictions, conditions or limitations as
it determines appropriate as to the timing and manner of any
resales by the Optionee or other subsequent transfers by the
Optionee of any shares of Common Stock issued as a result of the
exercise of the Option, including without limitation
(a) restrictions under an insider trading policy or pursuant
to applicable law, (b) restrictions designed to delay and/or
coordinate the timing and manner of sales by Optionee and other
optionholders and (c) restrictions as to the use of a
specified brokerage firm for such resales or other
transfers.
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5.
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INCOME
TAXES; TAX WITHHOLDING OBLIGATIONS
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The
Optionee will be subject to federal and state income and other tax
withholding requirements on the date determined by applicable law
(generally, the date of exercise), based on the excess of the fair
market value of the shares of Common Stock underlying the portion
of the Option that is exercised over the Exercise Price. The
Optionee will be solely responsible for the payment of all U.S.
federal income and other taxes, including any state, local or
non-U.S. inc
