Form of Nonqualified Stock Option Agreement (George L. Fotiades)



 Exhibit 10.2 
 2007 PTS HOLDINGS CORP. 
 STOCK INCENTIVE PLAN 

 NONQUALIFIED STOCK OPTION AGREEMENT 
 THIS AGREEMENT (the “Agreement”), is made effective as of
                         (the “Date of Grant”), between PTS Holdings Corp. (the
“Company”) and George L. Fotiades (the “Participant”). 
 R E
C I T A L S: 
 WHEREAS, the Company has adopted the Plan (as defined below), the
terms of which are hereby incorporated by reference and made a part of this Agreement; 
 WHEREAS, in connection with the
opportunity the Company offered the Participant to exchange the unvested portion of his existing Option(s) in exchange for a new grant of an Option under the Plan, the Participant elected to cancel such unvested portion of his existing Option(s) in
exchange for such new grant; and 
 WHEREAS, the Committee (as defined in the Plan) has determined that it would be in the best
interests of the Company and its stockholders to grant the Options (as defined below) provided for herein to the Participant pursuant to the Plan and the terms set forth herein. 
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 
 15. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan. 
 (a) Cause: “Cause”
shall mean (i) the Participant’s willful failure to perform duties, (ii) the Participant’s conviction or confessing to or becoming subject to proceedings that provide a reasonable basis for the Company to believe that the
Participant has engaged in a (x) felony or (y) crime involving dishonesty or moral turpitude, (iii) the Participant’s willful malfeasance or misconduct which is demonstrably and materially injurious to the Company and its
Subsidiaries, or (iv) the Participant’s breach of the material terms of any agreement with the Company or its Subsidiaries, including, without limitation, any non-competition, non-solicitation or confidentiality provisions thereof.
Anything herein to the contrary notwithstanding, the Company will give the Participant written notice (a “Cause Notice”) not more than ten (10) calendar days after the occurrence of the event or circumstance constituting Cause
that comes to the attention of an “executive officer” of the Company (as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Act), prior to terminating the Participant’s employment for Cause.
A Cause Notice will set forth in reasonable detail the event or circumstances constituting Cause and, if applicable, the conduct required to cure such event or circumstance. Except for any actions or circumstances described in subclause
(ii) above, the Participant shall have ten (10) calendar days from his receipt of such notice with which to cure such actions or circumstances. For purposes of this Agreement, no termination of the Participant’s employment purportedly
for Cause shall be treated as a termination for Cause with the Participant’s receipt of a Cause Notice, nor shall any termination of employment during the ten (10) day cure period provided for in this section or after the
Participant’s cure of the action or circumstance that the Company asserted as constituting Cause, be considered a termination for Cause for such stated reasons. 
 (b) Employment Agreement: The employment agreement entered into by the Company and the Participant, dated April 19, 2007, as amended from time to time. 
 (c) Expiration Date: The tenth anniversary of the Date of Grant. 
 (d) Exit Option: Collectively, the Tier I Exit Option and the Tier II Exit Option. 







 (e) Good Reason: “Good Reason” shall mean (i) a substantial
diminution in the Participant’s position or duties, adverse change in reporting lines, or assignment of duties materially inconsistent with his position; provided that the Board’s requirement that the Participant resign from his position
as Chairman of the Board shall not constitute Good Reason if the Participant is offered continued employment providing management-level management, consulting and advisory services to the Company and the Participant continues to report directly to
the Board, (ii) any reduction in the Participant’s Base Salary (as defined in the Employment Agreement), or (iii) failure of the Company to pay compensation or benefits when due under the Employment Agreement, in each case, which is
not cured within 30 days following the Company’s receipt of written notice from the Participant describing the event constituting Good Reason. 
 (f) Options: Collectively, the Time Option and the Exit Option to purchase Shares granted under this Agreement. 
 (g) Plan: The 2007 PTS Holdings Corp. Stock Incentive Plan, as amended from time to time. 
 (h) Securityholders Agreement: The Securityholders Agreement entered into between the Company and the Participant in a form reasonably acceptable to the Company. 
 (i) Subscription Agreement: The Management Equity Subscription Agreement dated May 7, 2007 by and between the Company and
the Participant. 
 (j) Tier I Exit Option: An Option with respect to which the terms and conditions are set forth
in Section 3(b) of this Agreement. 
 (k) Tier II Exit Option: An Option with respect to which the terms and
conditions are set forth in Section 3(c) of this Agreement. 
 (l) Time Option: An Option with respect to
which the terms and conditions are set forth in Section 3(a) of this Agreement. 
 (m) Vested Portion: At any
time, the portion of an Option which has become vested, as described in Section 3 of this Agreement. 
 16. Grant of
Options. The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of the number of Shares subject to the Time Option and the Exit Option set forth on
Schedule A attached hereto, subject to adjustment as set forth in the Plan. The Option Price shall be $             per Share. The Options are intended to be nonqualified stock options, and
are not intended to be treated as an option that complies with Section 422 of the Code. 
 17. Vesting of the
Options. 
 (a) Vesting of the Time Option. Subject to the Participant’s continued Employment through the
applicable vesting date, the Time Option shall vest and become exercisable with respect to twenty percent (20%) of the Shares subject to such Time Option on each of the first five anniversaries of the Date of Grant. Notwithstanding the
foregoing, in the event of a Change in Control, the Time Option shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and exercisable. 
 (b) Vesting of the Tier I Exit Option. Subject to the Participant’s continued Employment through the applicable vesting date,
the Tier I Exit Option shall vest on the date, if any, when either (i) Blackstone shall have received cash proceeds (exclusive of any transaction fee Blackstone or any other shareholder in the Company may receive) or marketable securities from
the sale of its investment in the Company aggregating in excess of 2.75 times the amount of its initial investment in the Company (such initial investment equaling $914,680,907.54) (the “Initial Investment”) or
(ii) Blackstone shall have received a cash Internal Rate of Return of at least 20% on its Initial Investment. For purposes of this Agreement, “Internal Rate of Return” means, as of a given date, the internal rate of return
compounded annually from April 10, 2007 with respect to the Initial Investment). Notwithstanding the








 
foregoing, subject to the Participant’s continued Employment through the applicable vesting date, in the event that the 2.75 multiple hurdle or the 20% Internal Rate of Return hurdle (each
as described in this Section 3(b)) is not met, but the 2.0 multiple hurdle or the 15% Internal Rate of Return hurdle (each as described below) is met, the Tier I Exit Option shall vest based on straight line interpolation between the two
points. 
 (c) Vesting of the Tier II Exit Option. Subject to the Participant’s continued Employment through the
applicable vesting date, the Tier II Exit Option shall vest on the date, if any, when either (i) Blackstone shall have received cash proceeds (exclusive of any transaction fee Blackstone or any other shareholder in the Company may receive) or
marketable securities from the sale of its investment in the Company aggregating in excess of 2.0 times the Initial Investment or (ii) Blackstone shall have received a cash Internal Rate of Return of at least 15% on its Initial Investment.

 (d) Termination of Employment. If the Participant’s Employment terminates for any reason, the Option, to the
extent not then vested and exercisable, shall be immediately canceled by the Company without consideration. Notwithstanding anything to the contrary in this Agreement, in the event of the termination of the Participant’s Employment (x) by
the Company without Cause, by the Participant for Good Reason, or due to the Company’s election not to extend the employment term under the Employment Agreement or (y) due to death or Disability, (i) the Participant shall be deemed
vested in any portion of the Time Option that would otherwise have vested within 12 months following such termination of Employment and (ii) the Participant shall have the opportunity to become vested in any portion of the Exit Option that
otherwise would have vested within 12 months following such termination of Employment pursuant to Section 3(b) and 3(c) hereof, as applicable, in each case, only to the extent the applicable performance goals have been attained. 
 18. Exercise of Options. 
 (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of an Option at any time prior to the Expiration
Date. Notwithstanding the foregoing, if the Participant’s Employment terminates prior to the Expiration Date, the Vested Portion of an Option shall remain exercisable for the period set forth below: 
 (i) Death or Disability. If the Participant’s Employment is terminated due to the Participant’s death or
Disability, the Participant may exercise the Vested Portion of an Option for a period ending on the earlier of (A) one year following such termination of Employment and (B) the Expiration Date; 
 (ii) Termination by the Company Other than for Cause or Due to Death or Disability. If the Participant’s
Employment is terminated other than by the Company for Cause or due to death or Disability, the Participant may exercise the Vested Portion of an Option that became vested on or prior to the date of termination for a period ending on the earlier of
(A) 90 days following such termination of Employment and (B) the Expiration Date and, for any portion of an Option that became vested after the date of termination pursuant to Section 3(d) above, the earlier of (I) 90 days
following the date on which such portion of an Option vests and (II) the Expiration Date; and 
 (iii)
Termination by the Company for Cause. If the Participant’s Employment is terminated by the Company for Cause, the Vested Portion of an Option shall immediately terminate in full and cease to be exercisable. 
 (b) Method of Exercise. 
 (i) Subject to Section 4(a) of this Agreement and Section 6(c) of the Plan, the Vested Portion of an Option may be exercised by delivering to the Company at its principal office written notice
of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the
Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value equal to








 
the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant
for more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares,
(iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares
obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the
number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding
taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. 
 (ii)
Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an
Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or
advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. 
 (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company
shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of
the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. 
 (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this
Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms
and conditions hereof. 
 (v) As a condition to the exercise of any Option evidenced by this Agreement, the
Participant shall execute the Securityholders Agreement and the Subscription Agreement. 
 19. No Right to Continued
Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or any Affiliate may
at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein. 
 20. Legend on Certificates. The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed or quoted or
market to which the Shares are admitted for trading and, any applicable federal or state or any other applicable laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. 
 21. Transferability. An Option may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall








 
be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance. No such permitted transfer of an Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as
the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions thereof. During the Participant’s lifetime, an Option is exercisable only by the
Participant. 
 22. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company
or its Affiliates shall have the right and are authorized to withhold any applicable withholding taxes in respect of an Option, its exercise, or any payment or transfer under or with respect to an Option and to take such other action as may be
necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. The Participant may elect to pay any or all of such withholding taxes as provided in Section 4 of the Plan. 
 23. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of an Option, the Participant will make or enter
into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. 
 24. Notices. Any notice under this Agreement shall be addressed to the Company in care of its Chief Financial Officer and a copy to
the General Counsel, each copy addressed to the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either
party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee. 
 25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws. 
 26. Options Subject to Plan, Securityholders Agreement and Subscription Agreement. By entering into this Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of the Plan, the Securityholders Agreement and the Subscription Agreement. The Options and the Shares received upon exercise of an Option are subject to the Plan, the
Securityholders Agreement and the Subscription Agreement. For the avoidance of doubt, the Participant further agrees and acknowledges that (x) this Agreement, in addition to any other stock option agreements previously entered into or to be
entered into by the Participant at any time following the date hereof, shall be considered a “Stock Option Agreement” under the Subscription Agreement and (y) the Options, in addition to any other stock options previously awarded or
to be awarded at any time following the date hereof, shall be considered the “Option” under the Subscription Agreement. The terms and provisions of the Plan, the Securityholders Agreement and the Subscription Agreement, as each may be
amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the Securityholders Agreement or the Subscription Agreement, the
applicable terms and provisions of the Plan, the Securityholders Agreement or the Subscription Agreement will govern and prevail. In the event of a conflict between any term or provision of the Plan and any term or provision of the Securityholders
Agreement or the Subscription Agreement, the applicable terms and provisions of the Securityholders Agreement or the Subscription Agreement, as applicable, will govern and prevail. 
 27. Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Participant hereunder without the consent of the Participant.

 28. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument. 
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intentionally left blank.] 







 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

  

			
	PTS HOLDINGS CORP.
		
	By	 	 
	Its	 	 
	
	GEORGE L. FOTIADES
	
	 









 Schedule A 
 The number of Shares subject to each Option is set forth below: 
 Time Option: 
 Tier I Exit Option: 
 Tier II Exit Option: