PRA INTERNATIONAL FORMOF OPTION AGREEMENT (Directors)

 

expire and shall no longer be exercisable, whether or not previously vested. For purposes of this Agreement, “Cause” shall mean: (i) a material failure of the Optionee to perform his duties and functions as a director; (ii) Optionee engaging in or causing an act that has a material adverse impact on the reputation, business, business relationships or financial condition of the Corporation; (iii) the conviction of or plea of guilty or nolo contendere by Optionee to a felony or any crime involving moral turpitude; or (iv) Optionee’s gross misconduct, dishonesty, or fraud.

          (c) Other Termination. In the event that the Optionee’s directorship is terminated for any reason other than death, disability or Cause, the unvested portion of the Option will automatically terminate. The Optionee shall have the right, in the Optionee’s sole discretion, for a period of thirty (30) days following such termination of directorship to exercise the Option. If the Optionee does not exercise the vested portion of the Option within 30 days after his/her directorship so terminates, then the Option shall expire and shall no longer be exercisable.

          (d) Forfeiture for Competition. In the event that during Optionee’ directorship or during a period of 15 months thereafter (the “Noncompetition Period”), Optionee, whether as owner, manager, officer, director, employee, consultant or otherwise, is engaged or employed by a Competing CRO to provide Customer Services that are the same or substantially similar to the Customer Services that Optionee performed for the Corporation at any time during the twenty-four (24) months prior to the termination of Optionee’s directorship (the “Prohibited Services”), then in addition to other remedies available to the Corporation, Optionee shall immediately forfeit all rights under the Option that may have been granted to Optionee or to which Optionee may be entitled, whether the same are then vested or not. In addition, to the extent that Optionee exercises any of the Option during the Noncompetition Period and provides Prohibited Services then such exercise shall be rescinded and all such shares of common stock of the Corporation purchased by Optionee pursuant to the exercise of such Option during the Noncompetition Period may be repurchased by the Corporation, in its sole discretion, at the price paid by Optionee for such shares of common stock. To the extent that the Optionee has sold or otherwise disposed of any shares acquired upon exercise of the Option, then the Optionee shall pay back to the Corporation any and all proceeds received by the Optionee as a result of such sale or other disposition. The Optionee shall also return all dividends or other distributions, if any, paid on such shares.

     The Corporation acknowledges and agrees that ownership by Optionee of not more than one percent (1.0%) of the shares of any corporation having a class of equity securities actively traded on a national securities exchange shall not be deemed, in and of itself, to violate the prohibitions set forth in this section.

     For the purposes of this Agreement, the term “Customer Services” means any product or service provided by the Corporation or any of its affiliates to a third party for remuneration, including, but not limited to on a contract or outsourced basis, assisting pharmaceutical or biotechnology companies in developing and taking drug compounds, biologics, and drug delivery devices through appropriate regulatory approval processes, (i) during Optionee’s directorship with the Corporation or (ii) about which Optionee has material knowledge and that

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