EXHIBIT 10.2
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 Sections 6 and 7, 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
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____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
____________ __________________________________ __________________________
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 EMPLOYMENT - RETIREMENT. If the Optionee's employment by
the Company and any Subsidiary terminates by reason of Normal or Early
Retirement or if Optionee dies during a period when Optionee could have
terminated his or her employment by reason of Normal Retirement or Early
Retirement, this Option will continue to vest pursuant to the terms
described in 3. Timing of Exercise, and may thereafter be exercised by the
Optionee or, upon the death of the Optionee, the legal representative of
the estate or by the legatee of the Optionee under the will of the
Optionee, until the expiration of the stated term of the Option.
7. TERMINATION OF EMPLOYMENT - OTHER. If the Optionee's employment by the
Company and any Subsidiary terminates by reason of death (except as noted
above in Section 6), 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 employment by the Company and any Subsidiary
terminates by reason of 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 one year after the date of such termination
of employment or until the expiration of the stated term of the Option,
whichever period is the shorter; provided, however, that if the Optionee
dies within the one year period specified above, any unexercised portion
of the Option shall thereafter be exercisable to the extent to which the
Option was exercisable at the time of death for a period of twelve months
after the date of such death, or until the expiration of the stated term
of the Option, whichever is shorter. If the Optionee's employment by the
Company and any Subsidiary 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).
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
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