Sample Business Contracts


Directors' Stock Plan - The Corporate Executive Board Co.


                     THE CORPORATE EXECUTIVE BOARD COMPANY

                             DIRECTORS' STOCK PLAN
1.        PURPOSE
          -------

    The purpose of The Corporate Executive Board Company Directors' Stock Plan
    (the "Plan") is to advance the interests of The Corporate Executive Board
    Company, a Delaware corporation (hereinafter the "Company"), by enabling the
    Company to attract, retain and motivate qualified individuals to serve on
    the Company's Board of Directors and to align the financial interests of
    such individuals with those of the Company's stockholders by providing for
    or increasing their proprietary interest in the Company.  Any stock options
    granted pursuant to this Plan shall not qualify under Section 422 of the
    Internal Revenue Code of 1986, as amended (the "Code"), as incentive stock
    options.  The plan is intended to operate in a manner that exempts grants of
    Common Stock under the Plan from Section 16(b) of the Securities Exchange
    Act of 1934, as amended.

2.        DEFINITIONS
          -----------

(a)  "Board" means the Board of Directors of the Company.

(b)  "Committee" means the Board and/or the Compensation Committee of the Board
     acting pursuant to its authorization to administer this Plan under
     Section 7.

(c)  "Common Stock" means the Company's Class B Non-Voting Common Stock, par
     value $.01 per share, subject to adjustment as provided in Section 9.

(d)  "Market Value" means, as of any date, and unless the Committee shall
     specify otherwise, the closing sale price of the Common Stock as reported
     for such date pursuant to the consolidated quotation system or any other
     transaction reporting plan under Section 11A of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), or, if there have been no sales
     so reported for such date, the average of the best bid and best offer
     prices quoted under the consolidated quotation system or any other such
     transaction reporting plan as of 4:00 p.m., New York time, on such date, or
     if on any date the Common Stock is not so quoted, the average of the best
     bid and best offered prices on such day in the domestic over-the-counter
     market as reported by the National Quotation Bureau, Incorporated, or any
     similar successor or comparable organization.  If at any time the Common
     Stock is not listed on any domestic securities exchange or quoted under a
     transaction reporting plan or in the domestic over-the-counter market, the
     "Market Value" shall be the fair value thereof determined by the Committee.

(e)  "Options" shall mean the stock options granted to a Participant with
     respect to shares of Common Stock pursuant to the terms of this Plan.

(f)  "Stock Grant" shall mean the award of shares of Common Stock to a
     Participant pursuant to the terms of this Plan.

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3.        SHARES SUBJECT TO THE PLAN
          --------------------------

    Subject to adjustment as provided in Section 9, the maximum number of shares
    of Common Stock which may be issued pursuant to this Plan shall not exceed
    25,000.  Shares issued under this Plan may be authorized and unissued shares
    of Common Stock or shares of Common Stock reacquired by the Company.  All or
    any shares of Common Stock subject to an Option or a Stock Grant which for
    any reason are not issued, do not become vested or are reacquired pursuant
    to the Plan or the terms of an Option or Stock Grant may again be made
    subject to an Option or Stock Grant under the Plan.

4.        PARTICIPANTS
          ------------

    Any person who is, or is elected to be, a director of the Company or any of
    its subsidiaries shall be eligible for the award of Options and/or Stock
    Grants hereunder.  The Committee shall determine to which directors any such
    Options and/or Stock Grants shall be awarded hereunder (any such director
    and his or her authorized transferees hereinafter referred to as a
    "Participant").

5.        DIRECTOR AWARDS
          ---------------

    The Committee may provide for Options and/or Stock Grants to be awarded to
    Directors in consideration for their service to the Company.  The Committee
    shall specify the number of shares subject to each Option or Stock Grant
    provided for under this Section 5, or the formula pursuant to which such
    number shall be determined, the Participants to receive any such award, the
    date of award and the vesting and expiration terms applicable to such Option
    or Stock Grant. The award of Options or Stock Grants hereunder may, but need
    not, be conditioned on the Director electing to forego his or her right to
    all or any part of his or her cash retainer or other fees.  Subject to
    adjustment pursuant to Section 9, the maximum number of shares of Common
    Stock subject to Options and Stock Grants awarded under this Plan during any
    calendar year to any person on account of his or her service as a director
    shall not exceed 5,000 shares.

6.        TERMS AND CONDITIONS OF OPTIONS AND STOCK GRANTS
          ------------------------------------------------

    (a) General Terms and Conditions:  Options and Stock Grants awarded pursuant
        ----------------------------                                           
    to the Plan need not be identical but each Option and Stock Grant shall be
    subject to the following general terms and conditions:

         (1)  Terms and Restrictions Upon Shares:  The Committee may provide
              ----------------------------------
         that the shares of Common Stock issued upon exercise of an Option or
         receipt of a Stock Grant shall be subject to such further conditions,
         restrictions or agreements as the Committee in its discretion may
         specify prior to the exercise of such Option or receipt of such Stock
         Grant, including without limitation, deferrals on issuance, conditions
         on vesting or transferability, and forfeiture or repurchase provisions.
         The Committee may establish rules for the deferred delivery of Common
         Stock upon exercise of an Option or receipt of a Stock Grant with the
         deferral evidenced by use of "Stock Units" equal in number to the
         number of shares of Common Stock whose delivery is so deferred. A
         "Stock Unit" is a bookkeeping entry representing an amount equivalent
         to the Market Value of one share of Common

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         Stock. Stock Units represent an unfunded and unsecured obligation of
         the Company except as otherwise provided by the Board. Settlement of
         Stock Units upon expiration of the deferral period shall be made in
         Common Stock or otherwise as determined by the Committee. The amount of
         Common Stock, or other settlement medium, to be so distributed may be
         increased by an interest factor or by dividend equivalents. Until a
         Stock Unit is settled, the number of shares of Common Stock represented
         by a Stock Unit shall be subject to adjustment pursuant to Section 9.


         (2)  Transferability:  Unless otherwise provided by the Committee,
              ---------------                                        
         awards of Options or Stock Grants under the Plan shall be
         nontransferable by the Participant other than by will or the laws of
         descent and distribution and Options shall be exercisable only by the
         Participant during his or her lifetime.

         (3)  Other Terms and Conditions:  No holder of an Option or Stock
              --------------------------
         Grant shall have any rights as a stockholder with respect to any shares
         of Common Stock subject to an Option or Stock Grant hereunder until
         said shares have been issued. Options and Stock Grants may also contain
         such other provisions, which shall not be inconsistent with any of the
         foregoing terms, as the Committee shall deem appropriate. The Committee
         may waive conditions to and/or accelerate exercisability of an Option
         or Stock Grant, either automatically upon the occurrence of specified
         events (including in connection with a change of control of the
         Company) or otherwise in its discretion. No Option or Stock Grant,
         however, nor anything contained in the Plan, shall confer upon any
         Participant any right to serve as a director of the Company or any of
         its subsidiaries.

    (b)  Option Terms:  The Committee may establish the terms, provisions and
         ------------                                                       
    conditions applicable to awards of Options (including, but not limited to,
    exercise price, exercisability and vesting) to the extent such terms,
    provisions and conditions are consistent with the express provisions of the
    Plan.  The exercise price for each Option shall be established by the
    Committee or under a formula established by the Committee.  Notwithstanding
    the forgoing, the exercise price shall not be less than the Market Value of
    the Common Stock on the date of grant of the Option, unless the Participant
    pays or foregoes compensation in the amount of any discount.  The exercise
    price of an Option shall be payable (i) in cash, (ii) by payment under an
    arrangement with a broker where payment is made pursuant to an irrevocable
    direction to the broker to deliver all or part of the proceeds from the
    sale of the Option shares to the Company, (iii) by tendering (either
    physically or by attestation) shares of Common Stock owned by the
    Participant exercising the Option and having a Market Value on the date of
    exercise equal to the exercise price but only if such will not result in an
    accounting charge to the Company, or (iv) by any combination of the
    foregoing.  In addition, the exercise price may be payable in such other
    form(s) of consideration as the Committee in its discretion shall specify,
    including without limitation by loan (as described in Section 8) or by
    techniques that may result in an accounting charge to the Company.

    (c)  Stock Grant Terms:  Stock Grants under the Plan may, in the sole
         -----------------                                       
    discretion of the Committee, but need not, be conditioned upon the
    Participant paying cash or cash-equivalent consideration or agreeing to
    forego other compensation for the shares of Common Stock covered by the
    Stock Grant. Stock Grants under the Plan may be subject to terms, provisions

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<PAGE>

    and conditions (including, but not limited to, vesting) as are established
    in the sole discretion of the Committee, provided such terms, provisions and
    conditions are consistent with the express provisions of the Plan. The
    terms, provisions and conditions may be contingent upon the passage of time,
    continued service or achievement of Company or individual performance goals,
    as specified by the Committee.

7.        ADMINISTRATION OF THE PLAN
          --------------------------

    The Plan shall be administered by the Board, except to the extent the Board
    designates that the Plan shall be administered by the Compensation Committee
    of the Board (the Board or any such designated committee, the "Committee").
    The Committee shall act pursuant to a majority vote or unanimous written
    consent.

    Subject to the express provisions of this Plan, the Committee shall be
    authorized and empowered to do all things necessary or desirable in
    connection with the administration of this Plan, including, without
    limitation:  (a) to prescribe, amend and rescind rules relating to this Plan
    and to define terms not otherwise defined herein; (b) to prescribe the form
    of documentation used to evidence any Option or Stock Grant awarded
    hereunder, including provision for such terms as it considers necessary or
    desirable, not inconsistent with the terms established by the Committee; (c)
    to establish and verify the extent of satisfaction of any conditions to
    exercisability applicable to Options or to receipt or vesting of Stock
    Grants; (d) to determine whether, and the extent to which, adjustments are
    required pursuant to Section 9 hereof; and (e) to interpret and construe
    this Plan, any rules and regulations under the Plan and the terms and
    conditions of any Option or Stock Grant awarded hereunder, and to make
    exceptions to any procedural provisions in good faith and for the benefit of
    the Company.

    All decisions, determinations and interpretations by the Committee regarding
    the Plan, any rules and regulations under the Plan and the terms and
    conditions of any Option or Stock Grant awarded hereunder, shall be final
    and binding on all Participants and holders of Options and Stock Grants.
    The Committee may consider such factors as it deems relevant, in its sole
    and absolute discretion, in making such decisions, determinations and
    interpretations including, without limitation, the recommendations or advice
    of any officer or other employee of the Company and such attorneys,
    consultants and accountants as it may select.

8.        LOANS
          -----

    The Company may, if authorized by the Committee, make loans for the purpose
    of enabling a Participant to exercise Options and, if applicable, receive
    Common Stock awarded under the Plan and to pay the tax liability resulting
    from an Option exercise or Stock Grant under the Plan.  The Committee shall
    have full authority to determine the terms and conditions of such loans.
    Such loans may be secured by the shares of Common Stock received upon
    exercise of such Option or receipt of such Stock Grant.

9.        ADJUSTMENT OF AND CHANGES IN THE STOCK
          --------------------------------------

    If the outstanding securities of the class then subject to this Plan are
    increased, decreased or exchanged for or converted into cash, property or a
    different number or kind of shares or

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<PAGE>

    securities, or if cash, property or shares or securities are distributed in
    respect of such outstanding securities, in either case as a result of a
    reorganization, reclassification, dividend (other than a regular, quarterly
    cash dividend or an issuance of the class of securities then subject to this
    Plan as part of a public or private offering thereof) or other distribution,
    stock split, reverse stock split, spin-off or the like, or if substantially
    all of the property and assets of the Company are sold, then, unless the
    terms of such transaction shall provide otherwise, the maximum number and
    type of shares or other securities that may be issued under this Plan shall
    be appropriately adjusted. The Committee shall determine in its sole
    discretion the appropriate adjustment, if any, to be effected pursuant to
    the immediately preceding sentence. In addition, in connection with any such
    change in the class of securities then subject to this Plan, the Committee
    may make appropriate and proportionate adjustments in the number and type of
    shares or other securities or cash or other property that may be acquired
    pursuant to Options and Stock Grants theretofore awarded under this Plan and
    the exercise price of such Options or price, if any, of such Stock Grants.

    No right to purchase or receive fractional shares shall result from any
    adjustment in Options or Stock Grants pursuant to this Section 9.  In case
    of any such adjustment, the shares subject to the Option or Stock Grant
    shall be rounded up to the nearest whole share of Common Stock.

10.       REGISTRATION, LISTING OR QUALIFICATION OF STOCK
          -----------------------------------------------

    In the event that the Committee determines in its discretion that the
    registration, listing or qualification of the shares of Common Stock
    issuable under the Plan on any securities exchange or under any applicable
    law or governmental regulation is necessary as a condition to the issuance
    of such shares under the Option or Stock Grant, the Option or Stock Grant
    shall not be exercisable or exercised in whole or in part unless such
    registration, listing, qualification, consent or approval has been
    unconditionally obtained.

11.       TAXES
          -----

    The Committee may make such provisions or impose such conditions as it may
    deem appropriate for the withholding or payment by a Participant of any
    taxes which it determines are necessary or appropriate in connection with
    any issuance, exercise or vesting of any Options, Stock Grants or shares
    under this Plan, and the rights of a holder of an Option or Stock Grant or
    shares are subject to satisfaction of such conditions. The Company shall not
    be required to issue shares of Common Stock or to recognize the disposition
    of such shares until such obligations are satisfied.  At the Participant's
    election, any such obligations may be satisfied by having the Company
    withhold a portion of the shares of Common Stock that otherwise would be
    issued to the holder of the Option or Stock Grant upon exercise of the
    Option or vesting or receipt of the Stock Grant or by surrendering to the
    Company shares of Common Stock previously acquired, provided that such will
    not result in an accounting charge to the Company.  The Company and any
    affiliate of the Company shall not be liable to a Participant or any other
    persons as to any tax consequence expected, but not realized, by any
    Participant or other person due to the receipt of any Options or shares
    awarded hereunder.

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<PAGE>

12.       ARBITRATION AND APPLICABLE LAW
          ------------------------------

    Any claim, dispute or other matter in question of any kind relating to this
    Plan shall be settled by arbitration before a single arbitrator (who is
    mutually agreeable to the parties) and otherwise conducted in accordance
    with the Rules of the American Arbitration Association (the "AAA Rules"),
    which proceedings shall be held in the city in which the Company's executive
    offices are located.  If the parties are unable to agree upon an arbitrator,
    the arbitrator shall be selected in accordance with the AAA Rules.  Notice
    of demand for arbitration shall be made in writing to the opposing party and
    to the American Arbitration Association within a reasonable time after the
    claim, dispute or other matter in question has arisen.  In no event shall a
    demand for arbitration be made after the date when the applicable statute of
    limitations would bar the institution of a legal or equitable proceeding
    based on such claim, dispute or other matter in question.  The decision of
    the arbitrator shall be final and may be enforced in any court of competent
    jurisdiction. This Plan and any rights hereunder shall be interpreted and
    construed in accordance with the laws of the State of Delaware and
    applicable federal law.

13.       EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN
          -------------------------------------------------

    This Plan shall become effective upon its adoption by the Board and approval
    by the Company's stockholders.  Any Options and Stock Grants awarded prior
    to the such date shall be contingent on such approval and, if such approval
    is not obtained, shall be null and of no effect.

    Unless earlier suspended or terminated by the Board, no Options or Stock
    Grants may be awarded after May 1, 2009.  The Board may periodically amend
    the Plan as it determines appropriate, without further action by the
    Company's stockholders except to the extent required by applicable law.  Any
    amendment to the Plan will not affect the rights and obligations arising
    under Options or Stock Grants theretofore awarded and then in effect.
    Notwithstanding the foregoing, and subject to adjustment pursuant to Section
    9, the Plan may not be amended to increase the number of shares of Common
    Stock authorized for issuance under the Plan, unless any such amendment is
    approved by the Company's stockholders.  The Plan may be earlier terminated
    at such earlier time as the Board may determine.  Termination and expiration
    of the Plan will not affect the rights and obligations arising under Options
    or Stock Grants theretofore awarded and then in effect.

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<PAGE>

                     THE CORPORATE EXECUTIVE BOARD COMPANY
                       STANDARD TERMS AND CONDITIONS FOR
                      DIRECTOR NON-QUALIFIED STOCK OPTIONS

1.   TERMS OF OPTION

     THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (the
     "Company"), has granted to the Optionee named in the Term Sheet provided to
     said Optionee herewith (the "Term Sheet") a non-qualified stock Option (the
     "Option") to purchase any part or all of the number of shares of the
     Company's Class B Common Stock, $0.01 par value per share (the "Common
     Stock"), set forth in Term Sheet, at the purchase price per share and upon
     the other terms and subject to the conditions set forth in the Term Sheet,
     these Standard Terms and Conditions (as amended from time to time), and the
     Plan specified in the Term Sheet (the "Plan").  The Option is granted in
     consideration for Optionee's service as a director of the Company.

2.   NON-QUALIFIED STOCK OPTION

     The Option is not intended to be an incentive stock Option under Section
     422 of the Internal Revenue Code of 1986, as amended (the "Code") and will
     be interpreted accordingly.

3.   CONTINUED SERVICE

     Except as otherwise provided in these Standard Terms and Conditions and the
     Plan, the Option shall be exercisable only if Optionee serves as a director
     of the Company on the date that the Option becomes vested, as set forth in
     the Term Sheet.

4.   OPTION EXERCISE PRICE

     The exercise price (the "Exercise Price") of the Option is set forth in the
     Term Sheet.

5.   TERM OF OPTION AND EXERCISE OF OPTION

     To the extent not previously exercised, and subject to termination or
     acceleration as provided in these Standard Terms and Conditions, the Option
     shall be fully exercisable on and after it becomes vested, as described in
     the Term Sheet, to purchase up to that number of shares of Common Stock as
     set forth in the Term Sheet.  Notwithstanding anything to the contrary in
     Sections 6 through 9 hereof, no part of the Option may be exercised after
     ten (10) years from the grant date set forth in the Term Sheet.

     To exercise the Option (or any part thereof), Optionee shall deliver a
     "Notice of Exercise" to the Company specifying the number of whole shares
     of Common Stock Optionee wishes to purchase and how Optionee's shares of
     Common Stock should be registered (in Optionee's name only or in Optionee's
     and Optionee's spouse's names as community property or as joint tenants
     with right of survivorship). The Company shall not be obligated to issue
     any shares of Common Stock until Optionee shall have paid the total
     Exercise Price for that number of shares of Common Stock.  The Exercise
     Price may be paid (a) in cash, (b) by payment under an arrangement with a
     broker where payment is made pursuant to an irrevocable direction to the
     broker to deliver all or part of the proceeds from the sale of the Option
     shares to the Company, (c) by tendering (either physically or by
     attestation) shares of Common Stock owned by Optionee and having a Market
     Value (defined in the Plan) on the date of exercise equal to the Exercise
     Price but only if such will

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<PAGE>

     not result in an accounting charge to the Company, or (d) by any
     combination of the foregoing. In addition, the Exercise Price may be
     payable in such other form(s) of consideration as the Committee (defined in
     the Plan) in its discretion shall specify, including without limitation by
     loan or by techniques that may result in an accounting charge to the
     Company. Fractional shares may not be exercised. Shares of Common Stock
     will be issued as soon as practical after exercise. Optionee will have the
     rights of a stockholder only after the shares of Common Stock have been
     issued.

     Notwithstanding the above, the Company shall not be obligated to deliver
     any shares of Common Stock during any period when the Company determines
     that the exercisability of the Option or the delivery of shares hereunder
     would violate any federal, state or other applicable laws.

6.   TERMINATION OF RELATIONSHIP

     After the effective date of his or her election as a director, if Optionee
     ceases to be a director of the Company for any reason other than death,
     Disablement (defined below) or Retirement (defined below), Optionee may at
     any time within ninety (90) days from the date of such termination exercise
     the Option to the extent it was exercisable on the date of termination.
     After such ninetieth (90th) day, the Option shall terminate to the extent
     that it is unexercised.

7.   DEATH

     If Optionee ceases to be a director of the Company on account of Optionee's
     death while in the service of the Company as a director, the executor of
     Optionee's will, administrator of Optionee's estate or any successor
     trustee of a grantor trust may exercise Optionee's rights during the twelve
     (12) months next succeeding the date of death.  The number of shares
     exercisable by Optionee's estate or beneficiary will be the total number of
     unexercised shares under the Option were exercisable on the date of
     Optionee's death.  If Optionee dies within thirty (30) days of ceasing
     service with the Company as a director, the executor of Optionee's will,
     administrator of Optionee's estate or any successor trustee of a grantor
     trust may exercise within twelve (12) months from the date of Optionee's
     termination those outstanding options which were exercisable on the date of
     Optionee's termination.

     After either twelve (12) month period described in this Section 7, the
     Option shall terminate to the extent that it is unexercised.

8.   DISABILITY

     If Optionee ceases to be a director of the Company on account of Optionee's
     Disablement, Optionee may within twelve (12) months from the date of
     Optionee's Disablement exercise the Option to the extent it was exercisable
     on the date of Optionee's Disablement.  After such twelve (12) month
     period, the Option shall terminate to the extent that it is unexercised.
     For purposes of these Standard Terms and Conditions, "Disablement" means a
     physical condition arising from an illness or injury which renders an
     individual incapable of performing work.  The determination of the
     Committee as to an individual's Disablement shall be conclusive on all of
     the parties.


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<PAGE>

9.   RETIREMENT

     If Optionee ceases to be a director of the Company on account of Optionee's
     retirement from the Board of Directors, the Option, to the extent it was
     exercisable on the date of Retirement, may be exercised by Optionee for a
     period of twelve (12) months following the date of Optionee's Retirement.

     After such twelve (12) month period, the Option shall terminate to the
     extent that it is unexercised.   "Retirement" means ceasing from service as
     a director of the Company at or after age 60.

10.  INCOME TAXES WITHHOLDING

     The Company shall not be obligated to issue any shares of Common Stock
     pursuant to the exercise of the Option until the Optionee has satisfied in
     full any and all taxes and tax withholding requirements as may be
     applicable.  Such taxes may be paid in the manner provided for payment of
     the Exercise Price of the Option.  The Committee may, in its discretion,
     make such provisions and take such steps as it may deem necessary or
     appropriate for the withholding of all federal, state, local and other
     taxes required by law to be withheld with respect to the issuance or
     exercise of the Option including, but not limited to, deducting the amount
     of any such withholding taxes from any amount then or thereafter payable to
     the Optionee.

11.  NON-TRANSFERABILITY OF OPTION

     Unless otherwise provided by the Committee, Optionee may not assign or
     transfer the Option to anyone other than by will or the laws of descent and
     distribution and Options shall be exercisable only by Optionee during his
     or her lifetime.  The Company may cancel Optionee's Option if Optionee
     attempts to assign or transfer it in a manner inconsistent with this
     Section 11.

12.  DISPUTES

     Any disagreement concerning Optionee's Option shall be finally and
     conclusively determined as provided in the Plan.

13.  THE PLAN AND OTHER AGREEMENTS

     The provisions of the Plan are incorporated into these Standard Terms and
     Conditions by this reference.  In the event of a conflict between the terms
     and conditions of these Standard Terms and Condition and the Plan, the Plan
     controls.  Certain capitalized terms not otherwise defined herein are
     defined in the Plan.

     The Term Sheet, these Standard Terms and Conditions and the Plan constitute
     the entire understanding between Optionee and the Company regarding the
     Option.  Any prior agreements, commitments or negotiations concerning the
     Option are superseded.

14.  NO INTEREST IN SHARES SUBJECT TO OPTION.

     Neither Optionee (individually or as a member of a group) nor any
     beneficiary or other person claiming under or through Optionee shall have
     any right, title, interest, or privilege in or to any shares of Common
     Stock allocated or reserved for the purpose of the Plan or subject to the
     Term Sheet or these Standard Terms and Conditions except as to such shares
     of Common Stock, if any, as shall have been issued to such person upon
     exercise of the Option or any part of it.

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<PAGE>

15.  NOT A CONTRACT FOR SERVICES.

     Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions
     or any other instrument executed pursuant the Plan shall confer upon
     Optionee any right to continue to serve as a director of the Company or
     shall affect the right of the Company to terminate Optionee with or without
     cause.

16.  NOTICES.

     All notices, requests, demands and other communications pursuant to these
     Standard Terms and Conditions shall be in writing and shall be deemed to
     have been duly given if personally delivered, telexed or telecopied to, or,
     if mailed, when received by, the other party at the following addresses (or
     at such other address as shall be given in writing by either party to the
     other):

     If to the Company to:

     The Corporate Executive Board Company
     The Watergate
     600 New Hampshire Avenue, N.W.
     Washington, D.C.  20037
     Attention:  Chairman of the Board

     If to the Optionee, to the address set forth below the Optionee's signature
     on the Term Sheet.

17.  SEPARABILITY.

     In the event that any provision of these Standard Terms and Conditions is
     declared to be illegal, invalid or otherwise unenforceable by a court of
     competent jurisdiction, such provision shall be reformed, if possible, to
     the extent necessary to render it legal, valid and enforceable, or
     otherwise deleted, and the remainder of these Standard Terms and Conditions
     shall not be affected except to the extent necessary to reform or delete
     such illegal, invalid or unenforceable provision.

18.  HEADINGS.

     The headings preceding the text of the sections hereof are inserted solely
     for convenience of reference, and shall not constitute a part of these
     Standard Terms and Conditions, nor shall they affect its meaning,
     construction or effect.

19.  FURTHER ASSURANCES.

     Each party shall cooperate and take such action as may be reasonably
     requested by another party in order to carry out the provisions and
     purposes of these Standard Terms and Conditions.

20.  BINDING EFFECT.

     These Standard Terms and Conditions shall inure to the benefit of and be
     binding upon the parties hereto and their respective permitted heirs,
     beneficiaries, successors and assigns.

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