EX-10.3 AGREEMENT OF NON-QUALIFIED STOCK OPTIONS TO DIRECTORS

EX-10.3 4 g93398exv10w3.txt EX-10.3 AGREEMENT OF NON-QUALIFIED STOCK OPTIONS TO DIRECTORS EXHIBIT 10.3 Optionee: Grant Date: Number of Shares: Price per Share: STOCK OPTION AGREEMENT ENTERED INTO UNDER BRIGHT HORIZONS FAMILY SOLUTIONS, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN THIS STOCK OPTION AGREEMENT is made and entered into this ______ OF ____, 20__, by and between Bright Horizons Family Solutions, Inc. ("BFAM"), a Delaware corporation (the "Company"), and _______________ ("Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Bright Horizons Family Solutions, Inc. Amended and Restated 1998 Stock Incentive Plan (the "Plan"). 1. GRANT OF NON-QUALIFIED STOCK OPTION. Company hereby grants to Optionee the option (the "Option") to purchase ____ shares (the "Optioned Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"), for a price of $___ per share. It is intended that the option evidenced by this agreement shall be a Non-Qualified Stock Option, as it does not meet the requirements of, and is not governed by, the rules of Sections 421 through 424 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). 2. OPTION PLAN. This Option is granted under the Plan. This Option is subject to the terms and conditions set forth in the Plan. In the event any of the provisions hereof conflict with or are inconsistent with the provisions of the Plan, the provisions of the Plan shall be controlling. 3. TIMING OF EXERCISE. Subject to Section 6 below, the Option shall be exercisable on the following dates and in the following amounts:
Number of Shares for Which Options Date Becomes Exercisable % of Original Grant Vested - ------------ ---------------------------------- --------------------------- ____________ __________________________________ __________________________ ____________ __________________________________ __________________________ ____________ __________________________________ __________________________ ____________ __________________________________ __________________________ ____________ __________________________________ __________________________ ____________ __________________________________ __________________________
Optionee may exercise this Option, in whole or in part, at any time prior to __ years from the date of grant of this Option. This Option will expire __ years from the date of grant of this Option with respect to any then unexercised portion hereof. Under no circumstances will the life of the Option exceed 10 years from the date of grant of the Option. 4. MANNER OF EXERCISE. This Option shall be exercised by Optionee (or other party entitled to exercise the Option under Section 6 hereof) by delivering written notice to the Company, or its designated agent, stating the number of shares of Common Stock purchased, the person or persons in whose name the shares are to be registered and each such person's address and social security number. Such notice shall not be effective unless accompanied by the full purchase price for all shares so purchased. The purchase price shall be payable in cash or such other instrument as the Committee shall accept. Payment in currency or by certified check, cashier's check, postal money order or wire transfer shall be considered payment in cash. In the event the Committee in its discretion permits payment in the Company's Common Stock, the shares used in payment of the purchase price must have been held for at least six months prior to the date of exercise and shall be considered payment to the extent of their fair market value, determined pursuant to the Plan, on the date of exercise of this Option. 5. NONTRANSFERABILITY OF OPTION. This Option shall not be transferable by Optionee except pursuant to the Plan. The terms of this Option shall be binding on the executors, administrators, heirs, successors, and assigns of Optionee. 6. TERMINATION OF SERVICE. If the Optionee's position as a director of the Company terminates by reason of death, this Option, to the extent it was exercisable at the time of death, may thereafter be exercised by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one year after the date of such death or until the expiration of the stated term of the Option, whichever period is the shorter. If the Optionee's position as a director of the Company terminates by reason of Normal or Early Retirement or Disability, this Option may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of termination, for a period of three months (in the case of Normal or Early Retirement) or one year (in the case of Disability) after the date of such termination or until the expiration of the stated term of Option, whichever period is the shorter. If the Optionee's position as a director of the Company is voluntarily terminated (other than for Normal or Early Retirement or Disability) or is involuntarily terminated for any reason other than death, Normal or Early Retirement or Disability, this Option shall thereupon terminate, except that the Option may be exercised by the Optionee, to the extent otherwise then exercisable, for the lesser of three months or the balance of the term of such Option, but with respect to an involuntary termination, only if the involuntary termination is without Cause (as defined in the Plan). 7. RESTRICTIONS ON PURCHASES AND SALES OF SHARES. This Option is subject to the requirement that if at any time the Board shall determine that the listing, registration or qualification of the shares subject to this Option upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body is necessary or desirable in connection with the issue or transfer of shares subject to this Option, in such event this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. If required at any time by the Board, this Option may not be exercised until Optionee has delivered an investment letter to the Company containing the representations that all shares being purchased pursuant to the exercise of the Option are being acquired for investment and not with a view to , or for resale in connection with, any distribution of such shares. The Optionee further agrees that if the shares of Common Stock to be issued upon the exercise of this option are not subject to an effective registration statement filed with the Securities and Exchange Commission pursuant to be requirements of the 1933 Act, such shares shall bear an appropriate restrictive legend. 8. ADJUSTMENT. The number of shares of Common Stock of the Company subject to this Option and the price per share of such shares may be adjusted by the Board of Directors from time to time pursuant to the Plan. 9. NOTICE OF DISPOSITION. The person exercising this Option shall notify the Company when making any disposition of the shares acquired upon exercise of this option, whether by sale, gift or otherwise. 10. PAYMENT OF TAXES. If at the time this Option is exercised the Board of Directors determines that under applicable law and regulations the Company is liable for withholding of any federal and state tax with respect to the exercise of this option, Optionee shall pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. 11. NO RIGHTS UNTIL EXERCISE. Optionee shall have no rights hereunder as a shareholder with respect to any shares of Common Stock subject to this Option until the date of issuance of a stock certificate to the Optionee for such shares. 12. AMENDMENT. This Option may be amended as provided in the Plan. IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duty authorized officer. This Option shall take effect as a sealed instrument. BRIGHT HORIZONS FAMILY SOLUTIONS, INC. By: _____________________________________ Name: _____________________________________ Title: _____________________________________ Date: _____________________________________ Please keep one copy for your records and return by MAIL THE OTHER COPY OF THIS PAGE acknowledging its receipt. Optionee: Grant Date: Number of Shares: Price per Share: RECEIVED BY: (OPTIONEE NAME) ___________________________________ Signature ___________________________________ Title ___________________________________ Date Return to: Name Title Bright Horizons Family Solutions, Inc. 200 Talcott Avenue South Watertown, MA 02472 Date Printed ____________