exv10w8



 





Exhibit 10.8




RESEARCH PHARMACEUTICAL SERVICES, INC.

2007 EQUITY INCENTIVE PLAN




AWARD AGREEMENT




     Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), hereby grants
to _________ (the “Optionee”), an employee of the Company or a related entity, a nonqualified stock
option (the “Option”) to purchase _________ shares (the “Option Shares”) of the Company’s common
stock on _________ (the “Grant Date”). Except as otherwise specified herein or unless the
context requires otherwise, the terms defined in the Research Pharmaceutical Services, Inc. 2007
Equity Incentive Plan (the “Plan”) will have the same meanings herein.



     NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the
parties hereto agree as follows:



          1. Nature of the Option. This Option is a nonqualified stock option.




          2. Term of Option. This Option may not be exercised later than the date that is ten (10)
years after the Grant Date, subject to earlier termination or cancellation, as provided in the Plan
or Section 6 hereof.




          3. Option Exercise Price. The cost to the Optionee to purchase, pursuant to this Award
Agreement, one Share is $______.




          4. Exercise of Option. This Option will be exercisable during its term only in accordance
with the terms and provisions of the Plan and this Award Agreement, as follows:




               (a) Right to Exercise.



                    (i) The Option shall become exercisable with respect to thirty-three and one-third percent
(331/3 percent) of the Option Shares on _________, provided the Optionee has not incurred a
Termination of Service as of the applicable vesting date; and



                    (ii) Thereafter, the Option shall become exercisable with respect to an additional eight and
one-third percent (81/3 percent) of the Option Shares at the end of each consecutive ninety (90) day
period following _________, provided the Optionee has not incurred a Termination of Service as of
the applicable vesting date.



                    (iii) Notwithstanding paragraphs (i) and (ii) above, this Option may not be exercised from the
effective time of a Form 10 (General Form for Registration of Securities) (if any) that is filed
with the Securities and Exchange Commission (the “SEC”) until the time the underlying Option Shares
have been registered with the SEC by means of a Form S-8 (Registration Statement Under the
Securities Act of 1933) duly filed with the SEC.



               (b) Method of Exercise. The Optionee may exercise this Option by providing written notice
stating the election to exercise this Option. Such written notice must be signed by the Optionee
and must be delivered in person or by certified mail to the Secretary of













 







the Company or such other person as may be designated by the Company. The written notice must
be accompanied by (i) payment of the option exercise price in the manner described in Section 4(c)
hereof, and (ii) any other agreements required by the Board or its Committee and/or the terms of
the Plan, which other agreements may restrict the sale or other transfer of the Option Shares and
may include certain additional representations and agreements as to the Optionee’s investment
intent with respect to the Option Shares. This Option will be deemed to be exercised only upon the
receipt by the Company of such written notice, payment of the option exercise price, and any other
agreements required by the Board or its Committee, the terms of the Plan and/or this Award
Agreement. The Optionee will have no right to vote or receive dividends and will have no other
rights as a stockholder with respect to such Option Shares notwithstanding the exercise of this
Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company) of the stock certificate(s) evidencing those
Shares that are being issued upon exercise of this Option. The certificate(s) for the Option
Shares will be registered in the name of the Optionee and will contain any legend as may be
required under the Plan, this Award Agreement, and/or applicable law.



               (c) Method of Payment. The method of payment of the option exercise price may consist
entirely of cash or personal or certified check, or such other consideration or method of payment
as may be authorized under the Plan, in addition to or in place of cash or check, as may be
determined by the Board or its Committee at the time of exercise.



               (d) Partial Exercise. This Option may be exercised in whole or in part; provided, however,
that any exercise may apply only with respect to a whole number of Option Shares.



               (e) Restrictions on Exercise. This Option may not be exercised if the issuance of Option
Shares upon such exercise would constitute a violation of any applicable federal or state
securities laws or other laws or regulations. In addition, as a further condition to the exercise
of this Option, the Company may require the Optionee to make any representation or warranty to the
Company as may be required by or advisable under any applicable law or regulation.



          5. Investment Representations. Unless the Option Shares have been registered under the
Securities Act, in connection with the acquisition of this Option, the Optionee represents and
warrants to the Company as follows:




               (a) The Optionee is acquiring this Option, and upon exercise of this Option, the Optionee will
be acquiring the Option Shares for investment for his own account, not as a nominee or agent, and
not with a view to or for resale in connection with any distribution thereof.



               (b) The Optionee has a preexisting business or personal relationship with the Company or its
affiliates or one of its directors, officers or controlling persons and by reason of his business
or financial experience, has, and could be reasonably assumed to have, the capacity to protect his
interests in connection with the acquisition of this Option and the Option Shares.



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          6. Termination of Service.




               (a) Generally. Except as provided in Section 4(a)(iii) hereof, if the Optionee incurs a
Termination of Service for any reason other than death, Disability or termination for Cause, this
Option (to the extent exercisable at the time of such termination) may be exercised at any time
within three (3) months after the date of such termination. To the extent that this Option is not
exercisable at the time of such termination, or to the extent this Option is not exercised within
the time specified herein, this Option will terminate.



               (b) Disability. If the Optionee incurs a Termination of Service due to Disability, this
Option (to the extent exercisable at the time of such termination) may be exercised by the Optionee
or his legal guardian or representative at any time within twelve (12) months after such
termination. To the extent that this Option is not exercisable on the date of Termination of
Service, or to the extent this Option is not exercised within the time specified herein, this
Option will terminate.



               (c) Death. If the Optionee incurs a Termination of Service due to his death, this Option (to
the extent exercisable at the time of such death) will remain exercisable for twelve (12) months
after the date of death by the Optionee’s estate or by a person who acquired the right to exercise
this Option by bequest or inheritance. To the extent that this Option is not exercisable on the
date of death, or to the extent this Option is not exercised within the time specified herein, this
Option will terminate.



               (d) Cause. If the Optionee incurs a Termination of Service for Cause, this Option will be
immediately and automatically canceled and the Optionee will have no further rights therein.


Notwithstanding any other provision of this Section 6, this Option will not be exercisable after
the expiration of the term set forth in Section 2 hereof.




          7. Non-Transferability of Option. This Option may not be sold, pledged, assigned,
hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily
by operation of law, other than by will or by the laws of descent or distribution. During the
Optionee’s lifetime, this Option is exercisable only by the Optionee. Subject to the foregoing and
the terms of the Plan, the terms of this Option will be binding upon the executors, administrators
and heirs of the Optionee.




          8. No Continuation of Employment. Neither the Plan nor this Option will confer upon the
Optionee any right to continue in the service of the Company or its affiliates or limit, in any
respect, the right of the Company or its affiliates to discharge the Optionee at any time, with or
without Cause and with or without notice.




          9. Market Stand-Off. The Optionee agrees that, in connection with any public offering by the
Company of its equity securities pursuant to a registration statement filed under the Securities
Act, not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the
purchase of or otherwise dispose of any Option Shares without the prior written consent of the
Company or its underwriters, for such period of time from the effective date of such registration
as may be requested by the Company or such underwriters.




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          10. Withholding. The Company reserves the right to withhold, in accordance with any
applicable laws, from any consideration payable or property transferable to the Optionee any taxes
required to be withheld by federal, state or local law as a result of the grant or exercise of this
Option or the sale or other disposition of the Option Shares. If the amount of any consideration
payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee (or such other person entitled to exercise
this Option pursuant to Section 6 hereof) will pay to the Company an amount sufficient for the
Company to satisfy any federal, state or local tax withholding requirements applicable to the grant
or exercise of this Option or the sale or other disposition of the Option Shares.




          11. Entire Agreement. This Award Agreement, together with the Plan and the other exhibits
attached thereto or hereto, represents the entire agreement between the parties hereto relating to
the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions,
agreements and understandings of every nature relating to the award of Options to Optionee by the
Company (other than any written Award Agreement executed in connection with another award of
Options to Optionee). This Award Agreement may not be changed or modified, except by an agreement
in writing signed by each of the parties hereto.




          12. Governing Law. This Award Agreement will be construed in accordance with the laws of the
state of Delaware, without regard to the application of the principles of conflicts of laws.




          13. Amendment. Subject to the provisions of the Plan, this Award Agreement may only be
amended by a writing signed by each of the parties hereto.




          14. The Plan. The Optionee has received a copy of the Plan (a copy of which is attached
hereto), has read the Plan and is familiar with its terms, and hereby accepts the Option subject to
all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan,
the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations
not inconsistent with the Plan as it deems appropriate. The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board or its Committee upon
any questions arising under the Plan.




[Signature page follows]




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     IN WITNESS WHEREOF and intending to be legally bound hereby, this Award Agreement is hereby
executed.



	 	 	 	 	 	 
	 	RESEARCH PHARMACEUTICAL SERVICES, INC.

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 




     The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto,
and represents that he or she has read and is familiar with the terms and provisions thereof and
hereby accepts this Option subject to all of the terms and provisions of the Award Agreement and
the Plan. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board or the Committee upon any questions arising under the Plan.



	 	 	 	 	 
	 	OPTIONEE


__________________________________________

Signature, Date:



Address: ___________________________________
 	 
	 	 	 
	 	 	 
	 	 	 
	 


THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF, BY
GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS,
OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO RESEARCH PHARMACEUTICAL SERVICES, INC. THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.





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