exv10w2







Exhibit 10.2



THE ADVISORY BOARD COMPANY

AWARD AGREEMENT FOR

QUALIFIED STOCK OPTIONS



FOR GOOD AND VALUABLE CONSIDERATION, The Advisory Board Company, a Delaware corporation (the
“Company”), hereby grants to Optionee named below the stock option (the “Option”) to purchase any
part or all of the number of shares of its common stock, par value $0.01 per share (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 Award Agreement,
the Plan specified below (as may be amended from time to time, the “Plan”) and the Standard Terms
and Conditions for Qualified Stock Options Granted, a copy of which is attached hereto, as may
be amended from time to time. This Option is granted pursuant to the Plan and is subject to and
qualified in its entirety by the Plan.




	 	 	 	 
	Plan:
	 	 	 
	 	 	 	 
	Name of Optionee:
	 	 	 
	 	 	 	 
	Social Security Number:
	 	 	 
	 	 	 	 
	Grant Date:
	 	 	 
	 	 	 	 
	Number of Shares of Common Stock covered by Option:
	 	 	 
	 	 	 	 
	Exercise Price Per Share:
	 	 	 
	 	 	 	 
	Expiration Date:
	 	 	 
	 	 	 	 
	Vesting Schedule:
	 	 	 





This Option is intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended. By executing and delivering this Award Agreement,
Optionee acknowledges that he or she has received and read, and agrees that this Option shall be
subject to, the terms of this Award Agreement, the Standard Terms and Conditions attached hereto
and made a part hereof, and the Plan.




	 	 	 
	THE ADVISORY BOARD COMPANY	 	THE OPTIONEE
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Name:
	 

	 	 

	Title:

	 	Address:
	 

	 	 







 










 








THE ADVISORY BOARD COMPANY

STANDARD TERMS AND CONDITIONS

FOR QUALIFIED STOCK OPTIONS





	1.	 	TERMS OF OPTION
	 
	 	 	The Advisory Board Company, a Delaware corporation (the “Company”), has granted to the
Optionee named in the Award Agreement to which these Standard Terms and Conditions are
attached (the “Award Agreement”) options (the “Option”) to purchase any part or all of the
number of shares of the Company’s common stock, $0.01 par value per share (the “Common
Stock”), set forth in the Award Agreement, at the purchase price per share and upon the
other terms and subject to the conditions set forth in the Award Agreement, these Standard
Terms and Conditions, and the Plan specified in the Award Agreement (the “Plan”). For
purposes of these Standard Terms and Conditions and the Award Agreement, any reference to
the Company shall include a reference to any Subsidiary. Certain capitalized terms not
otherwise defined herein are defined in the Plan.
	 
	2.	 	EXERCISE OF OPTION
	 
	 	 	The exercise price (the “Exercise Price”) of the Option is set forth in the Award Agreement.
To the extent not previously exercised (and subject to termination or acceleration as
provided in these Standard Terms and Conditions or the Plan, or as determined or approved by
the Administrator), the Option shall be exercisable on and after the date and to the extent
it becomes vested, as described in the Award Agreement, to purchase up to that number of
shares of Common Stock as set forth in the Award Agreement.
	 
	 	 	To exercise the Option (or any part thereof), the Optionee shall deliver a “Notice of
Exercise” to the Company specifying the number of whole shares of Common Stock the Optionee
wishes to purchase and how the Optionee’s shares of Common Stock should be registered (in
the Optionee’s name only or in the Optionee’s and the 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 the 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 commitment by a 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 the Optionee and having a fair 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
	 
	 	D.	 	by any combination of the foregoing or in such other form(s) of consideration
as the Administrator (as defined in the Plan) in its discretion shall specify.






	 	 	Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as
practical after exercise. 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.
	 
	3.	 	EXPIRATION OF OPTION
	 
	 	 	Except as provided in this Section 3, the Option shall expire and cease to be exercisable as
of the Expiration Date set forth in the Award Agreement.







 









 












	 	A.	 	Upon the death of the Optionee while in the employ of the Company or any
Subsidiary or while serving as a member of the Board, or upon the date of a termination
of the Optionee’s employment as a result of the Total and Permanent Disablement of the
Optionee, all of the Optionee’s Options then held shall be exercisable by Optionee or
his or her estate, heir or beneficiary, as the case may be, at any time during the
one-year period commencing on the date of death or termination, as the case may be.
Any and all Options that are unexercised during the one-year period commencing on the
date of death or termination, as the case may be, shall terminate as of the end of such
one- year period.
	 
	 	B.	 	Upon Optionee’s Retirement, (i) any part of the Option that is unexercisable as
of the date of his or her Retirement shall remain unexercisable and shall terminate as
of such date and (ii) any part of the Option that is exercisable as of the date of his
or her Retirement shall be exercisable during the one-year period commencing on the
date of his or her Retirement. Any and all Options that are not exercised during the
one-year period commencing on the date of Retirement shall terminate as of the end of
such one-year period.
	 
	 	C.	 	Except as otherwise provided in this Section 3, upon the date of a termination
of the Optionee’s employment with the Company, (i) any part of the Option that is
unexercisable as of such termination date shall remain unexercisable and shall
terminate as of such date, and (ii) any part of the Option that is exercisable as of
such termination date shall expire the earlier of ninety (90) days following such date
or the Expiration Date of the Option.
	 
	 	D.	 	Except as otherwise provided in paragraph A of this Section 3, upon the date of
termination of service by a non-employee member of the Company’s Board of Directors for
any reason , (i) any part of the Option that is unexercisable as of such termination
date shall remain unexercisable and shall terminate as of such date, and (ii) any part
of the Option that is exercisable as of such termination date shall expire the earlier
of twelve (12) months following such date or the Expiration Date of the Option.
	 
	 	E.	 	If, within one year after a Change of Control (as defined in Section 14 hereof)
of the Company, the Optionee’s employment with the Company is terminated for any reason
other than for Cause (as defined in Section 14 hereof), death, Total and Permanent
Disablement, Retirement, or voluntary resignation by the Optionee, the Option shall
become fully exercisable on the date of such termination and shall expire ninety (90)
days thereafter.






	4.	 	RESTRICTIONS ON RESALES OF OPTION SHARES
	 
	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Optionee or other subsequent
transfers by the Optionee of any shares of Common Stock issued as a result of the exercise
of the Option, including without limitation (a) restrictions under an insider trading
policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales
by Optionee and other optionholders and (c) restrictions as to the use of a specified
brokerage firm for such resales or other transfers.
	 
	5.	 	INCOME TAXES; TAX WITHHOLDING OBLIGATIONS
	 
	 	 	The Optionee will be subject to federal and state income and other tax withholding
requirements on the date (generally, the date of exercise) determined by applicable law,
based on the excess of the fair market value of the shares of Common Stock underlying the
portion of the Option that is exercised over the Exercise Price. The Optionee will be
solely responsible for the payment of all U.S. federal income and other taxes, including any
state, local or non-U.S. income or employment tax obligation that may be related to the
exercise of the Option, including any such taxes that are required to be withheld and paid
over to the applicable tax authorities (the “Tax Withholding




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	 	 	Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding
Obligation in a manner acceptable to the Company in its sole discretion.






	 	 	The Company may refuse to issue any shares of Common Stock to the Optionee until the
Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the
Company has the right to retain without notice from shares issuable upon exercise of the
Option (or any portion thereof) or from salary or other amounts payable to the Optionee,
shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.
	 
	 	 	The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in
connection with the Option, regardless of any action the Company takes or any transaction
pursuant to this Section 5 with respect to any tax withholding obligations that arise in
connection with the Option. The Company makes no representation or undertaking regarding the
treatment of any tax withholding in connection with the grant, issuance, vesting or exercise
of the Option or the subsequent sale of any of the shares of Common Stock acquired upon
exercise of the Option. The Company does not commit and is under no obligation to structure
the Option to reduce or eliminate the Optionee’s tax liability.
	 
	 	 	The Option is intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), and will be interpreted
accordingly.  Section 422 of the Code provides, among other things, that the
Optionee shall not be taxed upon the exercise of a stock option that qualifies
as an incentive stock option provided the Optionee does not dispose of the shares
of Common Stock acquired upon exercise of such option until the later of two years
after such option is granted to the Optionee and one year after such option is exercised.
Notwithstanding anything to the contrary herein, Section 422 of the Code provides
that incentive stock options (including, possibly, the Option) shall not be treated
as incentive stock options if and to the extent that the aggregate fair market value
of shares of Common Stock (determined as of the time of grant) with respect to which
such incentive stock options are exercisable for the first time by the Optionee during
any calendar year (under all plans of the Company and its subsidiaries)
exceeds $100,000, taking options into account in the order in which they
were granted.  Thus, if and to the extent that any shares of Common Stock
issued under a portion of the Option exceeds the foregoing $100,000 limitation,
such shares shall not be treated as issued under an incentive stock option
pursuant to Section 422 of the Code.
	 
	6.	 	NON-TRANSFERABILITY OF OPTION
	 
	 	 	Unless otherwise provided by the Administrator, the Optionee may not assign or transfer the
Option to anyone other than by will or the laws of descent and distribution and the Option
shall be exercisable only by the Optionee during his or her lifetime. The Company may
cancel the Optionee’s Option if the Optionee attempts to assign or transfer it in a manner
inconsistent with this Section 6.
	 
	7.	 	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 Conditions and the Plan, the Plan controls.
	 
	 	 	The Award Agreement, these Standard Terms and Conditions, the Plan, and any employment or
similar agreement entered into by Optionee and the Company prior to the date of the Award
Agreement and that specifically addresses the treatment of Options constitute the entire
understanding between the Optionee and the Company regarding the Option. Any other prior
agreements, commitments or negotiations concerning the Option are superseded.
	 
	8.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION
	 
	 	 	Neither the Optionee (individually or as a member of a group) nor any beneficiary or other
person claiming under or through the Optionee shall have any right, title, interest, or
privilege in or to




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	 	 	any shares of Common Stock allocated or reserved for the purpose of the
Plan or subject to the Award Agreement 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.






	9.	 	NOT A CONTRACT FOR EMPLOYMENT
	 
	 	 	Nothing in the Plan, in the Award Agreement, these Standard Terms and Conditions or any
other instrument executed pursuant to the Plan shall confer upon the Optionee any right to
continue in the Company’s employ or service nor limit in any way the Company’s right to
terminate the Optionee’s employment at any time for any reason.
	 
	10.	 	NO LIABILITY OF COMPANY
	 
	 	 	The Company and any affiliate which is in existence or hereafter comes into existence shall
not be liable to the Optionee or any other person as to: (a) the non-issuance or sale of
shares of Common Stock as to which the Company has been unable to obtain from any regulatory
body having jurisdiction the authority deemed by the Company’s counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and (b) any tax consequence expected,
but not realized, by the Optionee or other person due to the receipt, exercise or settlement
of any Option granted hereunder.
	 
	11.	 	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 Advisory Board Company

2445 M Street, N.W.

Washington, D.C. 20037

Attention: Administrator of Stock Incentive Plan





	 	 	If to the Optionee, to the address set forth below the Optionee’s signature on the Award
Agreement.






	12.	 	GENERAL
	 
	 	 	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.
	 
	 	 	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.
	 
	 	 	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.
	 
	13.	 	FURTHER ASSURANCES
	 
	 	 	Participant shall cooperate and take such action as may be reasonably requested by the
Company in order to carry out the provisions and purposes of these Standard Terms and
Conditions.




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	14.	 	DEFINITIONS
	 
	 	 	For purposes of this Agreement, the terms set forth below shall have the following meanings:






	 	A.	 	“Cause” means (i) the commission of an act of fraud or theft against the
Company; (ii) conviction for any felony; (iii) conviction for any misdemeanor involving
moral turpitude which might, in the Company’s reasonable opinion, cause embarrassment
to the Company; (iv) significant violation of any material Company policy; (v) willful
or repeated non-performance or substandard performance of material duties which is not
cured within thirty (30) days after written notice thereof to the Optionee; (vi) or
violation of any material District of Columbia, state or federal laws, rules or
regulations in connection with or during performance of the Optionee’s work which, if such
violation is curable, is not cured within thirty (30) days after notice thereof to
the Optionee.
	 
	 	B.	 	“Change of Control” means any of the following:






	 	1.	 	the “acquisition” by a “person” or “group” (as those terms are
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules promulgated thereunder), other than
by Permitted Holders, of beneficial ownership (as defined in Exchange Act Rule
13d-3) directly or indirectly, of any securities of the Company or any
successor of the Company immediately after which such person or group owns
securities representing 50% or more of the combined voting power of the Company
or any successor of the Company;
	 
	 	2.	 	approval by the stockholders of the Company of any merger,
consolidation or reorganization involving the Company, unless either (A) the
stockholders of the Company immediately before such merger, consolidation or
reorganization own, directly or indirectly immediately following such merger,
consolidation or reorganization, at least 60% of the combined voting power of
the company(ies) resulting from such merger, consolidation or reorganization in
substantially the same proportion as their ownership immediately before such
merger, consolidation or reorganization, or (B) the stockholders of the Company
immediately after such merger, consolidation or reorganization include
Permitted Holders;
	 
	 	3.	 	approval by the stockholders of the Company of a transfer of
50% or more of the assets of the Company or a transfer of assets that during
the current or either of the prior two fiscal years accounted for more than 50%
of the Company’s revenues or income, unless the person to which such transfer
is made is either (A) a Subsidiary of the Company, (B) wholly owned by all of
the stockholders of the Company, or (C) wholly owned by Permitted Holders; or
	 
	 	4.	 	approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.






	 	C.	 	“Permitted Holders” means:






	 	1.	 	the Company,
	 
	 	2.	 	any Subsidiary,
	 
	 	3.	 	any employee benefit plan of the Company or any Subsidiary, and
	 
	 	4.	 	any group which includes or any person who is wholly or
partially owned by a majority of the individuals who immediately prior to a
Change of Control are executive officers (as defined in Exchange Act Rule 3b-7)
of the Company or any successor to the Company; provided that immediately prior
to and for six months following such Change of Control such executive officers
of the




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	 	 	 	Company are beneficial owners (as defined in Exchange Act Rule
16a-1(a)(2)) of the common stock of the Company or any successor to the
Company; and provided further that such executive officers’ employment is not
terminated by the Company or any successor to the Company (other than as a
result of death or disability) during the six months following such Change of
Control. If, as a result of a transaction, a Change of Control would have been
deemed to have occurred but for the fact that the requirements of this
paragraph C.4. had been satisfied at the time of such transaction and the
requirements of this paragraph C.4. cease to be satisfied on a date within
six-months of such transaction, a Change of Control shall be deemed to have
occurred on such date.






	15.	 	ELECTRONIC DELIVERY
	 
	 	 	The Company may, in its sole discretion, decide to deliver any documents related to any
awards granted under the Plan by electronic means or to request the Optionee’s consent to
participate in the Plan by electronic means. By accepting the Award, the Optionee consents
to receive such documents by electronic delivery and, if requested, to agree to participate
in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company, and such consent shall remain in
effect throughout the Participant’s term of employment or service with the Company and
thereafter until withdrawn in writing by the Optionee.





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