Ex-10.16



 



EXHIBIT 10.16



Pharma Services Holding, Inc.

c/o One Equity Partners

230 Park Avenue, 18th Floor

New York, New York 10022



November 3, 2003



John S. Russell

507 East Rosemary Street

Chapel Hill, NC 27514


Re: Stock Option


Dear John,


As you know, on September 25, 2003, Quintiles Transnational Corp.
(“Quintiles”), became an indirect wholly-owned subsidiary of Pharma Services
Holding, Inc. (the “Company”). We are pleased to inform you that you will be
granted an option (“Option”) to purchase shares of common stock (“Shares”) of
the Company pursuant to the Company’s Stock Incentive Plan (the “Plan”) and on
the terms and conditions set forth below.



	1.	 	Number of Shares subject to Option. 225,000 Shares.
	 
	2.	 	Exercise Price per Share. $14.50
	 
	3.	 	Vesting. The Option will vest and become exercisable as to as to 20% of
the total number of Shares subject to the Option on the 25th day of each
September, beginning September 25, 2004 and ending September 25, 2008,
provided that (i) the Option will become fully vested and exercisable upon
a “Sale of the Company”, as defined in the Plan, and the Committee will
not exercise its discretion to provide otherwise, (ii) the Option will
become fully vested and exercisable upon your termination of employment by
reason of your death or pursuant to Section 4.3(ii) of your Executive
Employment Agreement (physical or mental inability to perform), and (iii)
the unvested portion of the Option will become vested and exercisable upon
your termination of employment under circumstances entitling you to
severance benefits pursuant to Section 5.2 of your Executive Employment
Agreement as to the total number of Shares subject to the Option
multiplied by the “vesting percentage”, as defined below. In no event
will any portion of the Option that is not vested and exercisable at the
time of your termination of employment with the Company and its
subsidiaries for any reason (after taking into account any vesting that
occurs upon termination of employment pursuant to clauses (ii) and (iii)
of the preceding sentence) become vested and exercisable following such
termination. For purposes of the foregoing, “vesting percentage” means
20% multiplied by a fraction, the numerator of which is the number of days
that have elapsed from the 25th day of September that immediately precedes
the date of your termination of employment through the date of such
termination, and the denominator of which is 365,



 






 







	 	 	provided that if the date of your termination of employment falls on the
25th day of any September, the vesting percentage shall be zero.
	 
	4.	 	Termination of Option. The Option will terminate as provided in Section
5(b) of the Plan.
	 
	5.	 	Restrictions on Shares. Any Shares that you acquire upon exercise of the
Option will generally be nontransferable, and subject to such other
restrictions as contained in Section 8 of the Plan. For purposes of
Section 8(c)(ii) of the Plan (Repurchase Right), in making a good faith
determination of “Fair Market Value”, the Committee will take into account
the most recent outside event pursuant to which a value of a Share can be
implied (including, without limitation, an equity issuance, stock option
grant or valuation by an appraisal firm, investment bank or similar
organization), provided that if no such event has occurred within the
preceding 12 months, the Committee shall obtain a new valuation by an
appraisal firm, investment bank or similar organization, and shall take
such valuation into account in determining Fair Market Value. For
purposes of the proviso contained in Section 8(c)(ii) of the Plan, clause
(x) thereof shall not apply, and clause (z) shall apply only if the breach
referred to therein is material.
	 
	6.	 	Taxes. A separate information statement describing the tax considerations
relating to the Option grant will be provided to you.
	 
	7.	 	Subject to Plan. The Option is being granted pursuant to the Plan, a
copy of which is attached, and is subject to the terms of the Plan in all
respects.
	 
	8.	 	Condition. The grant of the Option is conditional upon your execution of
an amendment to your Executive Employment Agreement in the form attached
as Exhibit A no later than November 17, 2003.
	 
	9.	 	Acknowledgement. You acknowledge: (i) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (ii)
that each grant of an Option is a one-time benefit, which does not create
any contractual or other right to receive future grants of Options, or
benefits in lieu of Options; (iii) that all determinations with respect to
any such future grants, including, but not limited to, the times when
Options shall be granted, the number of shares subject to each Option, the
Option price, and the time or times when each Option shall be exercisable,
will be at the sole discretion of the Committee; (iv) that your
participation in the Plan shall not create a right to further employment
with the Company or its affiliates and shall not interfere with the
Company’s, its affiliates’ or your ability to terminate your employment
relationship at any time with or without cause; (v) that your
participation in the Plan is voluntary; (vi) that the value of the Option
is an extraordinary item of compensation which is outside the scope of
your employment contract, if any; and (vii) that the Option is not part of
normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments.
	 
	10.	 	Employee Data Privacy. As a condition of the grant of Option, you
consent to the collection, use and transfer of personal data as described
in this Section 10. You understand that the



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	 	 	Company and its Affiliates hold certain personal information about you
including, but not limited to, your name, home address and telephone number,
date of birth, social security number, salary, nationality, job title,
shares of common stock or directorships held in the Company, details of all
Options or other entitlement to shares of common stock awarded, cancelled,
exercised, vested, unvested or outstanding in your favor, for the purpose of
managing and administering the Plan (“Data”). You further understand that
the Company and/or its Affiliates will transfer Data amongst themselves as
necessary for the purposes of implementation, administration and management
of your participation in the Plan, and that the Company and/or any of its
Affiliates may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan.
You understand that these recipients may be located in your country of
residence or elsewhere, such as the United States. You authorize them to
receive, possess, use, retain and transfer Data in electronic or other form,
for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as
may be required for the administration of the Plan and/or the subsequent
holding shares of common stock on your behalf to a broker or other third
party with whom the shares acquired on exercise may be deposited. You
understand that he or she may, at any time, view the Data, require any
necessary amendments to it or withdraw the consent herein in writing by
contacting the local human resources representative.



* * * *




	 	Sincerely yours,




	 	PHARMA SERVICES HOLDING, INC.




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