DEVRY INC. NONQUALIFIED STOCK OPTION AGREEMENT
EXHIBIT
99.1
THIS
AGREEMENT, made and entered into as of {enter date of agreement} (the “Grant
Date”) by and between DeVry Inc. (the “Company”) and «Participant»
(the
“Participant”);
WITNESSETH
THAT:
WHEREAS,
the Company maintains the DeVry Inc. 2003 Stock Incentive Plan (the “Plan”);
and
WHEREAS,
the Participant is an employee of the Company or one of its subsidiaries and
was
selected by the Company’s Plan Committee (the “Committee”) to receive the grant
of an option under the Plan;
NOW,
THEREFORE, the Company and the Participant hereby agree as follows:
| 1. |
Grant;
Option Price.
This Agreement evidences the grant to the Participant, pursuant to
the
terms of the Plan, of an option (the “Option”) to purchase a total of
«Shares»
shares of the Company’s Common Stock. The purchase price of each share of
Common Stock subject to the Option shall be ${enter price}. The award
is
not intended to be, and will not be treated as, an incentive stock
option
as that term is described in section 422(b) of the Internal Revenue
Code
of 1986, as amended.
|
| 2. |
Vesting
and Expiration of Option.
Subject to the terms and conditions of this Agreement, the Option
shall
become exercisable (or become vested) as per the attached Notice
of Grant
of Stock Options and Option Agreement (the “Notice”). All rights with
respect to the Option shall automatically terminate on the “Expiration
Date,” which shall be the Expiration Date set forth in the Notice.
Notwithstanding the foregoing (but subject to paragraph 3 hereof),
no
portion of the Option shall become exercisable (or become vested)
after
the Participant’s employment by the Company or its subsidiaries terminates
for any reason.
|
| 3. |
Accelerated
Vesting.
Notwithstanding the provisions of paragraph 2 hereof, the Option
shall
become fully exercisable (or become fully vested) if, prior to the
Expiration Date, the Participant’s employment with the Company or its
subsidiaries is terminated due to Retirement (as defined below) or,
if,
while the Participant is employed by the Company or its subsidiaries,
(a)
the Participant dies, (b) the Participant becomes Disabled (as defined
below), or (c) a Change in Control (as defined below) occurs. For
purposes
of this Agreement:
|
| (1) |
a
Participant’s employment shall be considered to have been terminated due
to “Retirement” if his termination occurs on or after the date on which he
attains age 60 and completes at least 10 years of
service;
|
| (2) |
a
Participant shall be considered to be “Disabled” if he is determined by
the Plan Committee to be disabled and eligible to receive long-term
disability benefits if Participant were a participant in the Company’s
long-term disability plan, regardless of whether the Participant
is an
actual participant in such plan; and
|
| (3) |
a
“Change in Control” shall occur upon the first to occur of the following
events:
|
| (i) |
the sale or disposition by the Company of all or substantially all
of the
assets of the Company (or any transaction having a similar
effect),
|
| (ii) |
the
consummation of a merger or consolidation of the Company with any
other
entity other than (A) a merger or consolidation which would result
in the
voting interests of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by
being converted into voting interests of the surviving entity) at
least
50% of the combined voting power of the voting interests of the Company
or
such surviving entity outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to implement
a
recapitalization of the Company (or similar transaction), or
|
| (iii) |
the
acquisition, other than from the Company, by any individual, entity
or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
beneficial ownership (within the meaning of Rule13d-3 promulgated
under
the Exchange Act) of 50% or more of the then outstanding voting interests
of the Company but excluding, for this purpose, any such acquisition
by
the Company or any of its affiliates, or by any employee benefit
plan (or
related trust) of the Company or any of its
affiliates.
|
| 4. |
Exercise.
After the Option becomes exercisable (or becomes vested) pursuant
to
paragraphs 2 or 3 and prior to the Expiration Date, the Option may
be
exercised in whole or in part by filing a written notice with the
Secretary of the Company at its corporate headquarters. The exercise
notice must be filed prior to the Expiration Date, must specify the
number
of shares of Common Stock which the Participant elects to purchase
and
must be accompanied by payment of the purchase price (including any
applicable withholding taxes) for such shares of Common Stock indicated
by
the Participant’s election. Payment of the purchase price (and any
applicable withholding taxes) shall be by cash or check payable to
the
Company, or by delivery of shares of Common Stock having an aggregate
Fair
Market Value (as that term is defined in the Plan, and valued as
of the
date of exercise) that is equal to the purchase price for the shares
of
Common Stock and that have been held by the Participant for at least
six
months, or any combination thereof.
|
| 5. |
Transferability.
The Option shall be transferable in any manner permitted by the Plan
and
applicable law.
|
| 6. |
Administration.
The authority to manage and control the operation and administration
of
this Agreement shall be vested in the Committee, subject to approval
of
the Compensation Committee of the Company’s Board of Directors, and the
Committee and the Compensation Committee shall have all of the powers
with
respect to this Agreement as with respect to the Plan. Any interpretation
of, or decision with respect to, this Agreement made by the Committee,
subject to the approval of the Compensation Committee, shall be final
and
binding on all persons.
|
| 7. |
Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms
of
this Agreement shall be subject to the terms of the Plan, a copy
of which
may be obtained by the Participant from the office of the Secretary
of the
Company.
|
| 8. |
Successors.
This Agreement shall be binding upon and shall inure to the benefit
of any
assignee or successor in the interest of the Company, and shall be
binding
upon and inure to the benefits of any estate, legal representative,
beneficiary or heir of the
Participant.
|
| 9. |
Participant
and Shareholder Status.
This Agreement does not constitute a contract of continued service
and
does not give the Participant the right to be retained as an employee
of
the Company. This Agreement does not confer upon the Participant
any right
as a shareholder of the Company prior to the issuance of Common Stock
pursuant to the exercise of the
Option.
|
| 10. |
Amendment.
This Agreement may be amended by written agreement of the Participant
and
the Committee, subject to the approval of the Compensation
Committee.
|
| 11. |
Defined
Terms.
Unless the context clearly implies or indicates the contrary, a word,
term
or phrase used or defined in the Plan is similarly used or defined
for
purposes of this Agreement.
|
IN
WITNESS WHEREOF, the Participant has hereunto set his or her hand and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the date first above written.
__________________________
«Participant»
____________________________
{enter
name for Plan Committee}