EXHIBIT 10.5
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
RESTRICTED SHARE UNIT AGREEMENT
(DIRECTOR)
This RESTRICTED SHARE UNIT AGREEMENT (this "Agreement") is made and entered
into as of the ___ day of __________, 20___ (the "Grant Date"), between Bright
Horizons Family Solutions, Inc., a Delaware corporation (the "Company"), and
[DIRECTOR], (the "Grantee"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Company's 2006 Equity and
Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of
Restricted Share Units; and
WHEREAS, the Board has determined to issue a portion of Grantee's retainers
for services as a director of the Company (a "Director") in the form of a
Restricted Share Unit award;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Restricted Share Unit Award.
(a) The Company hereby grants to the Grantee an award ("Award") of
_________ Restricted Share Units ("RSUs") on the terms and conditions set forth
in this Agreement and as otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the RSUs shall vest in
accordance with Section 2 hereof. This Award may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by Grantee other
than by will or the laws of descent and distribution.
2. Vesting and Payment.
(a) This Award shall vest in its entirety immediately upon issuance.
(b) At the time of Grantee's termination of service as a Director,
Grantee shall be entitled to payment in respect of all RSUs covered by the Award
that are then vested. Subject to the provisions of the Plan, such payment shall
be made through the issuance to the Grantee, as promptly as practicable
following such termination of service (or to the executors or administrators of
Grantee's estate, as promptly as practicable after the Company's receipt of
notification of Grantee's death, as the case may be), of a stock certificate for
a number of Shares equal to the number of vested RSUs covered by this Award. For
purposes of this Agreement, unless otherwise determined by
the Board, the services of a Director to the Board shall be deemed to terminate
immediately prior to any Change in Control of the Company.
3. Dividend Rights. The Grantee shall receive dividend rights in respect of
any vested RSUs covered by this Award at the time of any payment of dividends to
stockholders on Shares. The amount of any such dividend right shall equal the
amount that would be payable to the Grantee as a stockholder in respect of a
number of Shares equal to the number of vested RSUs then credited to Grantee
hereunder. Any such dividend right shall be paid in accordance with the
Company's payment practices as may be established from time to time and as of
the date on which such dividend would have been payable in respect of
outstanding Shares. No dividend rights shall be paid under any circumstances in
respect of RSUs that are not yet vested.
4. No Right to Continued Service. This Agreement shall not be construed as
giving Grantee the right to continue to service as a director of the Company or
any Subsidiary or Affiliate, and the Company or any Subsidiary or Affiliate may
at any time dismiss Grantee from service as a director, free from any liability
or any claim under the Plan.
5. Adjustments. The Board may make adjustments in the terms and conditions
of, and the criteria included in, this Award in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 of the Plan) affecting the Company, any Subsidiary or Affiliate, or
the financial statements of the Company or any Subsidiary or Affiliate, or of
changes in applicable laws, regulations, or accounting principles, whenever the
Board determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.
6. Amendment to Award. Subject to the restrictions contained in the Plan,
the Board may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, the Award, prospectively or
retroactively; provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would adversely affect the
rights of the Grantee or any holder or beneficiary of the Award shall not to
that extent be effective without the consent of the Grantee, holder or
beneficiary affected.
7. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof. The terms
of this Agreement are governed by the terms of the Plan, and in the case of any
inconsistency between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall govern.
8. Severability. If any provision of this Agreement is, or becomes, or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or the Award, or would disqualify the Plan or Award under any laws deemed
applicable by the Board, such provision shall be construed or deemed amended to
conform to the
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applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Board, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction, Person or
Award, and the remainder of the Plan and Award shall remain in full force and
effect.
9. Notices. All notices required to be given under this Grant shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.
To the Company: Bright Horizons Family Solutions, Inc.
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Attn: General Counsel
To the Grantee: The address then maintained with respect to the Grantee
in the Company's records.
10. Governing Law. The validity, construction and effect of this Agreement
shall be determined in accordance with the laws of the State of Delaware without
giving effect to conflicts of laws principles.
11. Successors in Interest. This Agreement shall inure to the benefit of
and be binding upon any successor to the Company. This Agreement shall inure to
the benefit of the Grantee's legal representatives. All obligations imposed upon
the Grantee and all rights granted to the Company under this Agreement shall be
binding upon the Grantee's heirs, executors, administrators and successors.
12. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the Board.
Any determination made hereunder shall be final, binding and conclusive on the
Grantee and the Company for all purposes.
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IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
By:
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GRANTEE:
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Please Print
GRANTEE:
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Signature
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