Corporate Executive Board Co. Contracts
Sample Business Contracts
Term Sheet for Director Non-Qualified Stock Options - The Corporate Executive Board Co. and Michael A. D'Amato
THE CORPORATE EXECUTIVE BOARD COMPANY
TERM SHEET FOR
DIRECTOR NON-QUALIFIED STOCK OPTIONS
FOR GOOD AND VALUABLE CONSIDERATION, The Corporate Executive Board Company, a
Delaware corporation (the "Company"), hereby grants to Optionee named below the
non-qualified stock option (the "Option") to purchase any part or all of the
number of shares of its $0.01 par value Class B Nonvoting Common Stock (the
"Common Stock") that are covered by this Option, as specified below, at the
Exercise Price per share specified below and upon the terms and subject to the
conditions set forth in this Term Sheet, the Plan specified below (the "Plan")
and the Standard Terms and Conditions (the "Standard Terms and Conditions")
promulgated under such Plan, each as amended from time to time. This Option is
granted pursuant to the Plan and is subject to and qualified in its entirety by
the Standard Terms and Conditions.
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The Plan: This Option is granted pursuant to the Company's
Directors' Stock Plan.
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Name of Optionee: Michael A. D'Amato
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Social Security Number:
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Grant Date: January 4, 1999
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Number of Shares of Common
Stock covered by Option: 2,100
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Exercise Price Per Share: $245.00
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Expiration Date: January 4, 2009
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Vesting Schedule: The number of shares of Common Stock
covered by Option shall vest in full as of the
date one (1) year after the Grant Date set forth
above, subject to the Standard Terms and
Conditions.
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This Option is not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended. By accepting this
Term Sheet, Optionee acknowledges that he or she has received and read, and
agrees that this Option shall be subject to, the terms of this Term Sheet, the
Plan and the Standard Terms and Conditions.
THE CORPORATE EXECUTIVE BOARD COMPANY /s/ Michael A. D'Amato
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Optionee Signature
By /s/ Harold L. Siebert
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Title: Chairman Address (please print):
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<PAGE>
January 27, 1999
Michael A. D'Amato
c/o The Corporate Executive Board Company
600 New Hampshire Avenue NW
Washington, D.C. 20037
Re: The Corporate Executive Board Company Term Sheet For Director Non-
Qualified Stock Options (the "Term Sheet") between Michael A. D'Amato
("Optionee") and The Corporate Executive Board Company (the "Company).
Dear Mr. D'Amato:
The Term Sheet is hereby amended by deleting the text set forth adjacent to
the Vesting Schedule and replacing such text with the following:
The number of shares of Common Stock covered by Option shall vest in
full as of the closing of the initial public offering of the capital
stock of the Company, subject to the Standard Terms and Conditions.
Optionee hereby acknowledges and agrees that the Option shall be subject to
the terms of the Term Sheet as amended by this letter agreement, the Plan and
the Standard Terms and Conditions.
<PAGE>
January 27, 1999
Page 2
Capitalized terms used but not defined in this letter have the meanings
given them in the Agreement.
Sincerely,
/s/ Harold L. Siebert
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Harold L. Siebert
Chairman of the Board
The Corporate Executive Board Company
Agreed and accepted as of the date of this letter:
/s/ Michael A. D'Amato
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Michael A. D'Amato