-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSUPhw8ywbHPuPnCmZTTXSt5O+kTJBFN67muK3ZsyQFXA1p/5IFU5OloSp+YnbA5 HiJ04FM01fkhRDgPSHenYQ== 0000950144-97-012543.txt : 19971119 0000950144-97-012543.hdr.sgml : 19971119 ACCESSION NUMBER: 0000950144-97-012543 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19971118 EFFECTIVENESS DATE: 19971118 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUINTILES TRANSNATIONAL CORP CENTRAL INDEX KEY: 0000919623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561714315 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40493 FILM NUMBER: 97723747 BUSINESS ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 BUSINESS PHONE: 9199412000 MAIL ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 S-8 1 QUINTILES TRANSNATIONAL S-8 1 As filed with the Securities Exchange Commission on November 18, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUINTILES TRANSNATIONAL CORP. (Exact name of registrant as specified in its charter) North Carolina 56-1714315 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4709 Creekstone Drive, Riverbirch Building, Suite 300 Durham, North Carolina 27703-8411 (Address of Principal Executive Offices) (Zip Code) ACTION INTERNATIONAL MARKETING SERVICES LIMITED NONQUALIFIED STOCK OPTION PLAN QUINTILES TRANSNATIONAL CORP. NONQUALIFIED STOCK OPTION PLAN PROFESSIONAL PHARMACEUTICAL MARKETING SERVICES (PROPRIETARY) LIMITED NONQUALIFIED STOCK OPTION PLAN (Full title of the plans) Dennis B. Gillings, Ph.D. Chairman of the Board and Chief Executive Officer Quintiles Transnational Corp. 4709 Creekstone Drive, Riverbirch Building, Suite 300 Durham, North Carolina 27703-8411 (Name and address of agent for service) (919) 941-2000 (Telephone number, including area code, of agent for service) Copy to: Gerald F. Roach, Esq. Amy J. Meyers, Esq. SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. Post Office Box 2611 Raleigh, North Carolina 27602-2611 (919) 821-1220 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(1) offering price per aggregate offering Registration fee share(2) price - ------------------------------------------------------------------------------------------------------------ Common Stock, par value 1,347,097 $73.633 $99,190,793.40 $30,057.82 $.01 per share shares - ------------------------------------------------------------------------------------------------------------
(1) Plus such indeterminate number of shares as may be issued pursuant to certain anti-dilution provisions contained in the plans. (2) Pursuant to Rule 457(c) and (h), based upon the average of the high and low prices for the Company's Common Stock reported on the Nasdaq Stock Market on November 12, 1997. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this registration statement omits the information specified in Part I (Items 1 and 2) of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plans as required by Rule 428(b) under the Securities Act. Such documents are not being filed with the Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission and are incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (2) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (3) Current Reports on Form 8-K dated February 7, 1997, March 5, 1997, August 29, 1997 and October 17, 1997; and (4) Registration Statement on Form 8-A filed on February 28, 1994 and amended April 11, 1994 containing a description of the Common Stock of the Company. All reports and other documents filed by the Company subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered under the plans have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified shall not be deemed to constitute a part of this Registration Statement except as so modified, and any statement so superseded shall not be deemed to constitute part of this Registration Statement. In particular, reference is made to the Company's Current Report on Form 8-K dated October 17, 1997, which includes consolidated financial statements and the related management's discussion and analysis of financial condition and results of operations of the Company, giving effect to the Company's pooling-of-interest transactions effected between January 1, 1997 and August 31, 1997. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or nonstatutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director, officer, employee or agent of the corporation who was, is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative, because of the fact that such person was a director, officer, agent or employee of the corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director, officer, agent or employee (i) conducted himself in good faith, (ii) reasonably believed (1) that any action taken in his official capacity with the corporation was in the best interest of the corporation or (2) that in all other cases his conduct at least was not opposed to the corporation's best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Whether a director has met the requisite standard of conduct for the type of indemnification set forth above is determined by the board of directors, a committee of directors, special legal counsel or the shareholders in accordance with Section 55-8-55. A corporation may not indemnify a director under the statutory scheme in connection with a proceeding by or in the right of the corporation in which the director was 3 4 adjudged liable to the corporation or in connection with a proceeding in which a director was adjudged liable on the basis of having received an improper personal benefit. In addition to, and separate and apart from the indemnification described above under the statutory scheme, Section 55-8-57 of the North Carolina Business Corporation Act permits a corporation to indemnify or agree to indemnify any of its directors, officers, employees or agents against liability and expenses (including attorney's fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in any of the foregoing capacities, provided a corporation may not indemnify or agree to indemnify a person against liability or expenses he may incur on account of his activities that were, at the time taken, known or believed by him to be clearly in conflict with the best interest of the corporation. The Company's bylaws provide for indemnification to the fullest extent permitted under the North Carolina Business Corporation Act, provided, however, that the Company will indemnify any person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Company. Accordingly, the Company may indemnify its directors, officers and employees in accordance with either the statutory or the non-statutory standard. Sections 55-8-52 and 55-8-56 of the North Carolina Business Corporation Act require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was a party. Unless prohibited by the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56. Finally, Section 55-8-57 of the North Carolina Business Corporation Act provides that a corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against certain liabilities incurred by such persons, whether or not the corporation is otherwise authorized by the North Carolina Business Corporation Act to indemnify such party. The Company's directors and officers are currently covered under directors' and officers' insurance policies maintained by the Company. As permitted by North Carolina law, Article XI of the Company's Articles of Incorporation limits the personal liability of directors for monetary damages for breaches of duty as a director provided that such limitation will not apply to (i) acts or omissions that the director at the time of the breach knew or believed were clearly in conflict with the best interests of the Company, (ii) any liability for unlawful distributions under N.C. Gen. Stat. Section 55-8-33, (iii) any transaction from which the director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date the provision became effective. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS The following exhibits are filed or incorporated by reference as a part of this registration statement: Exhibit Description No. ----------- - ------- 4.1(1) Specimen Common Stock Certificate 4.2(2) Amended and Restated Articles of Incorporation 4 5 4.3(3) Amended and Restated Bylaws 5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (contained in the opinion submitted as Exhibit 5 hereto) 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG 23.4 Consent of Coopers and Lybrand L.L.P. 24.1 Power of Attorney (included as part of the signature page) 99.1 Action International Marketing Services Limited Nonqualified Stock Option Plan 99.2 Quintiles Transnational Corp. Nonqualified Stock Option Plan 99.3 Professional Pharmaceutical Marketing Services (Proprietary) Limited Nonqualified Stock Option Plan - --------------------------- (1) Filed as an exhibit to the Company's Registration Statement on Form S-1 (Reg. No. 33-75766) initially filed February 28 1994, as amended, and incorporated by reference herein. (2) Filed as an exhibit to the Company's Registration Statement on Form S-3 (Reg. No. 333-19009) initially filed December 30, 1996, as amended, and incorporated by reference herein. (3) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed on March 25, 1996 and amended on May 16, 1996, and incorporated by reference herein. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 5 6 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, State of North Carolina, on the 18th day of November, 1997. QUINTILES TRANSNATIONAL CORP. By: /s/ Dennis B. Gillings ---------------------------------- Dennis B. Gillings Chairman of the Board of Directors and Chief Executive Officer 7 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis B. Gillings and Rachel R. Selisker and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons as of November 18, 1997 in the capacities indicated. Signature Title --------- ----- /s/ Dennis B. Gillings Chairman of the Board of Directors and Chief - ------------------------- Executive Officer Dennis B. Gillings /s/ Santo J. Costa President, Chief Operating Officer and Director - ------------------------- Santo J. Costa /s/ Rachel R. Selisker Chief Financial Officer, Executive Vice - ------------------------- President Finance, and Director Rachel R. Selisker (Principal accounting and financial officer) /s/ Robert C. Bishop Director - ------------------------- Robert C. Bishop /s/ Vaughn D. Bryson Director - ------------------------- Vaughn D. Bryson /s/ Chester W. Douglass Director - ------------------------- Chester W. Douglass /s/ Paul Knott Director - ------------------------- Paul Knott /s/ Lawrence S. Lewin Director - ------------------------- Lawrence S. Lewin /s/ Arthur M. Pappas Director - ------------------------- Arthur M. Pappas /s/ Ludo J. Reynders Director - ------------------------- Ludo J. Reynders Director - ------------------------- Eric J. Topol Director - ------------------------- Virginia V. Weldon Director - ------------------------- David F. White 8 9 QUINTILES TRANSNATIONAL CORP. EXHIBIT INDEX Exhibit No. Description - ------- ----------- 4.1(1) Specimen Common Stock Certificate 4.2(2) Amended and Restated Articles of Incorporation 4.3(3) Amended and Restated Bylaws 5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (contained in the opinion submitted as Exhibit 5 hereto) 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG 23.4 Consent of Coopers and Lybrand L.L.P. 24.1 Power of Attorney (included as part of the signature page) 99.1 Action International Marketing Services Limited Nonqualified Stock Option Plan 99.2 Quintiles Transnational Corp. Nonqualified Stock Option Plan 99.3 Professional Pharmaceutical Marketing Services (Proprietary) Limited Nonqualified Stock Option Plan - --------------------------- (1) Filed as an exhibit to the Company's Registration Statement on Form S-1 (Reg. No. 33-75766) initially filed February 28 1994, as amended, and incorporated by reference herein. (2) Filed as an exhibit to the Company's Registration Statement on Form S-3 (Reg. No. 333-19009) initially filed December 30, 1996, as amended, and incorporated by reference herein. (3) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed on March 25, 1996 and amended on May 16, 1996, and incorporated by reference herein. EX-5 2 OPINION OF SMITH ANDERSON BLOUNT ET AL 1 EXHIBIT 5 Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. Lawyers 2500 First Union Capitol Center Raleigh, North Carolina 27601 Phone: 919-821-1220 Fax: 919-821-6800 November 18, 1997 Quintiles Transnational Corp. 4709 Creekstone Drive Riverbirch Building, Suite 300 Durham, North Carolina 27703-8411 Ladies and Gentlemen: As counsel for Quintiles Transnational Corp. (the "Company"), we furnish the following opinion in connection with the proposed issuance by the Company of up to 1,347,097 shares of its common stock, $0.01 par value (the "Common Stock"), pursuant to the Action International Marketing Services Limited Nonqualified Stock Option Plan, the Quintiles Transnational Nonqualified Stock Option Plan and the Professional Pharmaceutical Marketing Services (Proprietary) Limited Nonqualified Stock Option Plan (collectively, the "Plans"). These securities are the subject of a Registration Statement to be filed by the Company with the Securities and Exchange Commission on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), to which this opinion is to be attached as an exhibit. We have examined the Restated Articles of Incorporation and Bylaws of the Company, the minutes of meetings of its Board of Directors, and such other corporate records of the Company and other documents and have made such examinations of law as we have deemed relevant for purposes of this opinion. We also have received a certificate of an officer of the Company, dated of even date herewith, relating to the issuance of the Common Stock pursuant to the Plans. Based on such examination and such certificate it is our opinion that the 1,347,097 shares of Common Stock of the Company, which are being registered pursuant to the Registration Statement, may be legally issued in accordance with the Company's Restated Articles of Incorporation and Bylaws, and when so issued and duly delivered against payment therefor pursuant to the Plans as described in the Registration Statement, such shares will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement that you are about to file with the Securities and Exchange Commission. Such consent shall not be deemed to be an admission that this firm is within the category of persons whose consent is required under Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933 Act. Sincerely yours, SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. /s/ SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. EX-23.2 3 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of our report dated October 14, 1997, with respect to the consolidated financial statements of Quintiles Transnational Corp. included in its Current Report on Form 8-K dated October 17, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Raleigh, North Carolina November 14, 1997 EX-23.3 4 CONSENT OF KPMG 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 (dated November 17, 1997) of Quintiles Transnational Corp. of our report dated 24 July 1996, with respect to the combined balance sheets as of March 31, 1996 and 1995 and the combined statements of income and cash flows for each of the years in the three year period ended March 31, 1996 of the Innovex Companies included in the Current Report on Form 8-K of Quintiles Transnational Corp. dated October 17, 1997. /s/ KPMG Reading, England November 17, 1997 EX-23.4 5 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Quintiles Transnational Corp. ("Quintiles") on Form S-8 of our report dated May 15, 1996 on our audits of the consolidated financial statements of BRI International, Inc. as of November 30, 1995 and 1994, and for the years then ended, which report is included as an exhibit to Quintiles' Current Report on Form 8-K dated October 17, 1997. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Rockville, Maryland November 14, 1997 EX-99.1 6 ACTION INTERNATIONAL NONQUALIFIED STOCK OPTION PLN 1 EXHIBIT 99.1 ACTION INTERNATIONAL MARKETING SERVICES LIMITED NONQUALIFIED STOCK OPTION PLAN 1. Purpose The purpose of the Action International Marketing Services Limited Nonqualified Stock Option Plan (the "Plan") is to further the success of Quintiles Transnational Corp. (the "Company") by making shares of the Company's Common Stock ("Common Stock") available for purchase by eligible employees, officers, directors and consultants of Action International Marketing Services Limited ("Subsidiary") or any affiliated company or partnership in which the Subsidiary has an ownership interest, and other persons receiving services from or providing services to the Subsidiary in order to provide an additional incentive to such persons to continue their relationship with the Company and in order to give such persons a greater interest in the Company's success. This purpose will be carried out through the granting of options which do not meet the statutory requirements of Sections 422 or 423 of the Internal Revenue Code of 1996, as amended. 2. Stock Subject to Plan Subject to the provisions of Section 9 of the Plan, the Company's Board of Directors (the "Board') shall reserve initially an aggregate of 89,120 authorized and unissued shares of Common Stock for issuance upon the exercise of the options. The Board may from time to time reserve additional shares of authorized and unissued Common Stock for issuance upon exercise of options. 3. Administration The Board shall designate a committee of at least two "Nonemployee Directors" as defined in Rule 16b-3(b)(3) promulgated under Section 16 of the Securities Exchange Act of 1934 (the "Committee") to administer the Plan. The Committee shall report all of its actions to the Board. The board may from time to time remove members from 1 2 the Committee and appoint their successors. The Board shall fill all vacancies on the Committee however caused. Except as otherwise expressly provided in the Plan, the Committee shall have absolute discretionary authority (a) to determine the individuals to receive options, the times when options shall be granted, the number of shares to be subject to each option, the option price, the option period, and the time or times when each option shall be exercisable; (b) to interpret the Plan; (c) to prescribe, amend and rescind rules and regulations in relation to the Plan; (d) to determine the terms and provisions (and amendments of the terms and provisions) of the option agreements to be entered into between the Company and each Participant granted an option under the Plan (which option agreements need not be identical), including such terms and provisions as shall be required in the Committee's judgment to conform to any change in any applicable law or regulation; and (e) to make all other determinations the Committee shall deem necessary or advisable for the plan's administration. No member of the Committee or the Board shall be liable to any person for any action or determination which he or she makes in good faith. 4. Eligibility Subject to the provisions of Section 3, any employee, officer, director and consultant of the Subsidiary or any affiliated company or partnership in which the Subsidiary has an ownership interest and other persons receiving services from or providing services to the Subsidiary designated by the Committee shall be eligible to receive options under the Plan (the "Participants"). In designating Participants and in recommending the number of shares of Common Stock to be covered by each option granted to a Participant, the Committee may take into account the nature of the services rendered by or for each Participant, his or her present and potential contributions to the Company's success and such other factors as the Committee in its discretion shall deem relevant. The Company may grant additional options to Participants who have already been granted options under the Plan. 2 3 5. Option Price The purchase price of the shares of Common Stock covered by each option shall be the closing price of a share of the Company's Common Stock on the NASDAQ National Market on Tuesday 10th June 1997. 6. Exercise of Option The period during which an option may be exercised shall be as set out in the option agreement relating to such option but shall not extend more than ten (10) years from the date on which the option is granted. The term of each option, however, shall not extend for more than the period prescribed in Sections 8, 9 and 10 of the Plan. Except as provided in the option agreement relating to such option, an option may be exercised in whole or in part at any time during its term. The Committee may impose vesting or other restrictions on the exercisability or conditions of options. The purchase price of the shares of Common Stock subject to the option shall be paid in full in cash upon the exercise of the option. The holder of an option under the Plan shall not have any of the rights of a shareholder with respect to the Common Stock subject to the option until such shares shall be issued to him or her upon the exercise of the option and payment of the purchase price. 7. Transferability Option Except as determined by the Committee and set forth in the Option agreement relating to such option, no option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution (including by pledge or hypothecation) and shall be exercisable only by the Participant or his or her duly appointed legal representative. 3 4 8. Termination and relationship with the Company The times and conditions upon which an option will terminate where a Participant to whom an option has been granted under the Plan terminates, or the Company terminates, his or her employment, consultant, or service relationship with the Subsidiary or an affiliated company or partnership in which the Subsidiary has an ownership interest shall be determined by the Committee when the option is granted; provided, however, that in no event shall an option be exercisable more than ten (10) years from the date it was granted. Nothing in the plan or any option granted pursuant to the Plan shall (a) confer on any individual any right to continue in the employ of the Company or to continue any consultant or service relationship with the Company or (b) interfere in any way with the Company's right to terminate such individual's employment, consultant or service relationship at any time. 9. Adjustment Upon Changes in Capitalization In the event of a change in the Company's Common Stock by reason of any stock dividend, split-up, recapitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation or similar action, the Committee shall make an appropriate adjustment of the number and class of shares of Common Stock subject to, and the purchase price for, each then outstanding option, consistent with and as provided in the corresponding option agreement under the Plan. In the event of any such change in the outstanding Common Stock, the Committee shall adjust appropriately the aggregate number and class of shares of Common Stock reserved and available under the Plan appropriately, and the Committee's determination on adjustment shall be conclusive. 10. Termination of Options on Merger or Sale of Assets 10.1. A liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation, or a sale of all or substantially all of the Company's assets shall cause every option outstanding under the Plan to 4 5 terminate on the effective date of such action. Notwithstanding the preceding sentence, upon a liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation, or a sale of all or substantially all of the Company's assets, each option holder shall have the right within his or her sole discretion, to exercise before the effective date of such action (the "Effective Date") any or all of the options he or she then holds, but only to the extent that such options are otherwise exercisable under the terms of the Plan. Any option not so exercised shall terminate on the Effective Date. 10.2. Notwithstanding the provisions of Section 10.1. the Committee, in its discretion, may declare prior to the Effective Date any or all then outstanding options under this Plan not previously exercisable and vested as immediately exercisable and fully vested in whole or in part ALWAYS PROVIDED THAT the Committee shall exercise any such discretion to ensure that the option holders under this Plan shall be treated on an equivalent basis to option holders under the Company's Equity Compensation Plan. 11. Registration The Company shall use its best efforts to file by 1st August 1997 an S.8. Registration Statement in respect of the options capable of being issued pursuant to this Plan. 12. Amendment, Suspension or Termination of the Plan The Board may at any time suspend or terminate the Plan or may amend it from time to time in such respect as the Board may deem advisable in order that the options granted under the Plan may conform to any changes in the law or in any other respect which the Board may deem to be in the best interest of the Company. Modifications or amendments to the Plan are not required to be approved by the Company's shareholders except to the extent required by applicable North Carolina law or by the Company's Bylaws. No termination, modification, or amendment to the plan without the consent of the Participant to whom any option shall have been previously granted shall adversely affect such Participant's rights under such option. Unless terminated 5 6 earlier in accordance with this Section, the Plan shall terminate when all shares of Common Stock reserved for issuance under the Plan have been issued. 13. Effectiveness of the Plan The Plan shall become effective on such date as the Board shall determine. The exercise of each option granted pursuant to the Plan shall be subject to the condition that if at any time the Company shall determine in its discretion that (a) the satisfaction of withholding tax or other withholding liabilities, (b) the listing on any securities exchange or the registration or qualification under any state or federal law of any shares of Common Stock otherwise deliverable upon its exercise, or (c) the consent or approval of any regulatory body or the shareholders is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares of Common Stock pursuant to such exercise, then, in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions unacceptable to the Company. 14. Time of Granting Options Nothing contained in the Plan or in any resolution adopted or to be adopted by the Board or the Committee will constitute the granting of an option pursuant to the Plan. The granting of an option pursuant to the Plan will occur only when a written option agreement is duly executed and delivered by and on behalf of the Company and the Participant to whom such option is to be granted. 15. Applicable Law Except as otherwise provided herein, the Plan shall be construed and enforced according to the laws of the State of North Carolina USA. 6 7 IN WITNESS WHEREOF, the Company has caused the Plan to be executed by the action of its duly authorized officer this 11th day of June 1997. QUINTILES TRANSNATIONAL CORP. By: /s/ Paul Knott ------------------- Director ATTEST: /s/ Ludo Reynders - ----------------- Director 7 EX-99.2 7 QUINTILES NONQUALIFIED STOCK OPION PLAN 1 EXHIBIT 99.2 QUINTILES TRANSNATIONAL CORP. NONQUALIFIED STOCK OPTION PLAN 1. PURPOSE The purpose of the Quintiles Transnational Nonqualified Stock Option Plan (the "Plan") is to further the success of Quintiles Transnational Corp. (the "Company") by making shares of the Company's Common Stock ("Common Stock") available for purchase by eligible employees, officers, directors and consultants of the Company, or any affiliated company or partnership in which the Company has an ownership interest, and other persons receiving services from or providing services to the Company, in order to provide an additional incentive to such persons to continue their relationship with the Company and in order to give such persons a greater interest in the Company's success. This purpose will be carried out through the granting of options which do not meet the statutory requirements of Sections 422 or 423 of the Internal Revenue Code of 1986, as amended. 2. STOCK SUBJECT TO PLAN Subject to the provisions of Section 9 of the Plan, the Company's Board of Directors (the "Board") shall reserve initially for issuance upon the exercise of the options an aggregate of 1,250,000 authorized and unissued shares of Common Stock, plus five percent (5%) of any increase, other than any increase due to the issuance of shares under the Plan or any similar plan of the Company, in the authorized and issued shares above the number of authorized and issued shares of Common Stock, or other securities directly or indirectly exercisable for or convertible into Common Stock, as of the Effective Date of the Plan. The Board may from time to time reserve additional shares of authorized and unissued Common Stock for issuance upon exercise of options. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares of Common Stock subject to the expired or terminated option shall again be available for options under the Plan. 3. ADMINISTRATION The Board shall designate a committee of at least two "Nonemployee Directors" as defined in Rule 16b-3(b)(3) promulgated under Section 16 of the Securities Exchange Act of 1934 (the "Committee") to administer the Plan. The Committee shall report all of its actions to the Board. The Board may from time to time remove members from the Committee and appoint their successors. The Board shall fill all vacancies on the Committee however caused. Except as otherwise expressly provided in the Plan, the Committee shall have absolute discretionary authority (a) to determine the individuals to receive options, the times when options shall be granted, the number of shares to be subject to each option, the option price, the option period, and the time or times when each option shall be exercisable; (b) to interpret the Plan; (c) to prescribe, amend, and rescind rules and regulations relating to the Plan; (d) to determine the terms and provisions (and amendments of the terms and provisions) of the option agreements to be entered into between the Company and each Participant granted an option under the Plan (which option agreements need not be identical), including such terms and provisions as shall be required in the Committee's judgment to conform to any change in any applicable law or regulation; and (e) to make all other determinations the Committee shall deem necessary or advisable for the Plan's administration. No member of the Committee or the Board shall be liable to any person for any action or determination which he or she makes in good faith. 2 4. ELIGIBILITY Subject to the provisions of Section 3, any employee, officer, director, and consultant of the Company or any affiliated company or partnership in which the Company has an ownership interest and other persons receiving services from or providing services to the Company designated by the Committee shall be eligible to receive options under the Plan (the "Participants"). In designating Participants and in recommending the number of shares of Common Stock to be covered by each option granted to a Participant, the Committee may take into account the nature of the services rendered by or for each Participant, his or her present and potential contributions to the Company's success, and such other factors as the Committee in its discretion shall deem relevant. The Company may grant additional options to Participants who have already been granted options under the Plan. 5. OPTION PRICE The Committee shall determine the purchase price of the shares of Common Stock covered by each option, which purchase price may be above or below the fair market value of the Common Stock at the time of the grant, as determined by the Committee. 6. EXERCISE OF OPTION The period during which an option may be exercised shall be determined by the Committee when the option is granted and shall not extend more than ten (10) years from the date on which the option is granted. The term of each option, however, shall not extend for more than the period prescribed in Sections 8, 9 and 10 of the Plan. Except as provided in the option agreement relating to such option, an option may be exercised in whole or in part at any time during its term. The Committee may impose vesting or other restrictions on the exercisability or conditions of options. Except as provided in the option agreement relating to such option, the purchase price of the shares of Common Stock subject to the option shall be paid in full in cash upon the exercise of the option. If the option agreement so provides, the purchase price may be paid in whole or in part by surrendering shares of Common Stock or by surrendering the option to the Company. If shares or options are used to pay all or part of the purchase price, the cash and any shares or options surrendered must have a fair market value (determined as of the day preceding the date of exercise) that is not less than the purchase price for the number of shares for which the option is being exercised. The holder of an option under the Plan shall not have any of the rights of a shareholder with respect to the Common Stock subject to the option until such shares shall be issued to him or her upon the exercise of the option and payment of the purchase price. 7. TRANSFERABILITY OF OPTION Except as determined by the Committee and set forth in the option agreement relating to such option, no option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution (including by pledge or hypothecation) and shall be exercisable only by the Participant or his or her duly appointed legal representative. 2 3 8. TERMINATION OF RELATIONSHIP WITH THE COMPANY The times and conditions upon which an option will terminate where a Participant to whom an option has been granted under the Plan terminates, or the Company terminates, his or her employment, consultant, or service relationship with the Subsidiary or an affiliated company or partnership in which the Subsidiary has an ownership interest shall be determined by the Committee when the option is granted; provided, however, that in no event shall an option be exercisable more than ten (10) years from the date it was granted. Nothing in the Plan or any option granted pursuant to the Plan shall (a) confer on any individual any right to continue in the employ of the Company or to continue any consultant or service relationship with the Company or (b) interfere in any way with the Company's right to terminate such individual's employment, consultant or service relationship at any time. 9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION In the event of a change in the Company's Common Stock by reason of any stock dividend, split-up, recapitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation or similar action, the Committee shall make an appropriate adjustment of the number and class of shares of Common Stock subject to and the purchase price for each then outstanding option, consistent with and as provided in the corresponding option agreement under the Plan. In the event of any such change in the outstanding Common Stock, the Committee shall adjust appropriately the aggregate number and class of shares of Common Stock reserved and available under the Plan appropriately, and the Committee's determination on adjustment shall be conclusive. 10. TERMINATION OF OPTIONS ON MERGER OR SALE OF ASSETS A liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation, or a sale of all or substantially all of the Company's assets shall cause every option outstanding under the Plan to terminate on the effective date of such action. Notwithstanding the preceding sentence, upon a liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation, or a sale of all or substantially all of the Company's assets, each option holder shall have the right, within his or her sole discretion, to exercise before the effective date of such action any or all of the options he or she then holds, but only to the extent that such options are otherwise exercisable under the terms of the Plan. Any options not so exercised shall terminate on the effective date of such action. 11. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN The Board may at any time suspend or terminate the Plan or may amend it from time to time in such respects as the Board may deem advisable in order that the options granted under the Plan may conform to any changes in the law or in any other respect which the Board may deem to be in the best interest of the Company. Modifications or amendments to the Plan are not required to be approved by the Company's shareholders, except to the extent required by law or by the Company's bylaws. No termination, modification, or amendment of the Plan without the consent of the Participant to whom any option shall have been previously granted shall adversely affect such Participant's rights under such option. Unless terminated earlier in accordance with this Section, the Plan shall terminate when all shares of Common Stock reserved for issuance under the Plan have been issued. 3 4 12. EFFECTIVENESS OF THE PLAN The Plan shall become effective on such date as the Board shall determine (the "Effective Date"). The exercise of each option granted pursuant to the Plan shall be subject to the condition that if at any time the Company shall determine in its discretion that (a) the satisfaction of withholding tax or other withholding liabilities, (b) the listing on any securities exchange or the registration or qualification under any state or federal law of any shares of Common Stock otherwise deliverable upon its exercise, or (c) the consent or approval of any regulatory body or the shareholders is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares of Common Stock pursuant to such exercise, then, in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions unacceptable to the Company. 13. TIME OF GRANTING OPTIONS Nothing contained in the Plan or in any resolution adopted or to be adopted by the Board or the Committee will constitute the granting of an option pursuant to the Plan. The granting of an option pursuant to the Plan will occur only when a written option agreement is duly executed and delivered by and on behalf of the Company and the Participant to whom such option is to be granted. 14. APPLICABLE LAW Except as otherwise provided herein, the Plan shall be construed and enforced according to the laws of the State of North Carolina. IN WITNESS WHEREOF, the Company has caused the Plan to be executed by the action of its duly authorized officers this 24th day of July, 1997. QUINTILES TRANSNATIONAL CORP. By: /s/ Gregory D. Porter ---------------------------- Name: Gregory D. Porter ---------------------------- Title: Executive Vice President General Counsel Corporate Secretary ---------------------------- ATTEST: /s/ Martha Henderson - ------------------------------ Assistant Secretary [CORPORATE SEAL] 4 EX-99.3 8 PROFESSIONAL PHARMACEUTICAL STOCK OPTION PLAN 1 EXHIBIT 99.3 PROFESSIONAL PHARMACEUTICAL MARKETING SERVICES (PROPRIETARY) LIMITED NONQUALIFIED STOCK OPTION PLAN 1. PURPOSE The purpose of the Professional Pharmaceutical Marketing Services (Proprietary) Limited Nonqualified Stock Option Plan (the "Plan") is to further the success of Quintiles Transnational Corp. (the "Company") by making shares of the Company's Common Stock ("Common Stock") available for purchase by eligible employees, officers, directors and consultants of Professional Pharmaceutical Marketing Services (Proprietary) Limited ("Subsidiary") or any affiliated company or partnership in which the Subsidiary has an ownership interest, and other persons receiving services from or providing services to the Subsidiary in order to provide an additional incentive to such persons to continue their relationship with the Company and in order to give such persons a greater interest in the Company's success. This purpose will be carried out through the granting of options which do not meet the statutory requirements of Sections 422 or 423 of the Internal Revenue Code of 1986, as amended. 2. STOCK SUBJECT TO PLAN Subject to the provisions of Section 9 of the Plan, the Company's Board of Directors (the "Board") shall reserve initially an aggregate of 7,977 authorised and unissued shares of Common Stock for issuance upon the exercise of the options. The Board may from time to time reserve additional shares of authorised and unissued Common Stock for issuance upon exercise of options. 3. ADMINISTRATION The Board shall designate a committee of at least two "Nonemployee Directors" as defined in Rule 16b-3(b)(3) promulgated under Section 16 of the Securities Exchange Act of 1934 (the "Committee") to administer the Plan. The Committee shall report all of its actions to the Board. The Board may from time to time remove members from the Committee and appoint their successors. The Board shall fill all vacancies on the Committee however caused. Except as otherwise expressly provided in the Plan, the Committee shall have absolute discretionary authority (a) to determine the individuals to receive options, the times when options shall be granted, the number of shares to be 1 2 subject to each option, the option price, the option period, and the time or times when each option shall be exercisable; (b) to interpret the Plan; (c) to prescribe, amend and rescind rules and regulations in relation to the Plan; (d) to determine the terms and provisions (and amendments of the terms and provisions) of the option agreements to be entered into between the Company and each Participant granted an option under the Plan (which option agreements need not be identical), including such terms and provisions as shall be required in the Committee's judgment to conform to any change in any applicable law or regulation; and (e) to make all other determinations the Committee shall deem necessary or advisable for the plan's administration. No member of the Committee or the Board shall be liable to any person for any action or determination which he or she makes in good faith. 4. ELIGIBILITY Subject to the provisions of Section 3, any employee, officer, director and consultant of the Subsidiary or any affiliated company or partnership in which the Subsidiary has an ownership interest and other persons receiving services from or providing services to the Subsidiary designated by the Committee shall be eligible to receive options under the Plan (the "Participants"). In designating Participants and in recommending the number of shares of Common Stock to be covered by each option granted to a Participant, the Committee may take into account the nature of the services rendered by or for each Participant, his or her present and potential contributions to the Company's success and such other factors as the Committee in its discretion shall deem relevant. The Company may grant additional options to Participants who have already been granted options under the Plan. 5. OPTION PRICE The purchase price of the shares of Common Stock covered by each option shall be the closing price of a share of the Company's Common Stock on the NASDAQ National Market on the trading day immediately prior to the date of execution of the Plan. 6. EXERCISE OF OPTION 2 3 The period during which an option may be exercised shall be as set out in the option agreement relating to such option but shall not extend more than ten (10) years from the date on which the option is granted. The term of each option, however, shall not extend for more than the period prescribed in Sections 8, 9 and 10 of the Plan. Except as provided in the option agreement relating to such option, an option may be exercised in whole or in part at any time during its term. The Committee may impose vesting or other restrictions on the exercisability or conditions of options. The purchase price of the shares of Common Stock subject to the option shall be paid in full in cash upon the exercise of the option. The holder of an option under the Plan shall not have any of the rights of a shareholder with respect to the Common Stock subject to the option until such shares shall be issued to him or her upon the exercise of the option and payment of the purchase price. 7. TRANSFERABILITY OF OPTION Except as determined by the Committee and set forth in the Option agreement relating to such option, no option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution (including by pledge or hypothecation) and shall be exercisable only by the Participant or his or her duly appointed legal representative. 8. TERMINATION AND RELATIONSHIP WITH THE COMPANY The times and conditions upon which an option will terminate where a Participant to whom an option has been granted under the Plan terminates, or the Company terminates, his or her employment, consultant, or service relationship with the Subsidiary or an affiliated company or partnership in which the Subsidiary has an ownership interest shall be determined by the Committee when the option is granted; provided, however, that in no event shall an option be exercisable more than ten (10) years from the date it was granted. Nothing in the plan or any option granted pursuant to the Plan shall (a) confer on any individual any right to continue in the employ of the Company or to continue any consultant or service relationship with the Company or (b) interfere in any way with the Company's right to terminate such individual's employment, consultant or service relationship at any time. 3 4 9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION In the event of a change in the Company's Common Stock by reason of any stock dividend, split-up, recapitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation or similar action, the Committee shall make an appropriate adjustment of the number and class of shares of Common Stock subject to, and the purchase price for, each then outstanding option, consistent with and as provided in the corresponding option agreement under the Plan. In the event of any such change in the outstanding Common Stock, the Committee shall adjust appropriately the aggregate number and class of shares of Common Stock reserved and available under the Plan appropriately, and the Committee's determination on adjustment shall be conclusive. 10. TERMINATION OF OPTIONS ON MERGER OR SALE OF ASSETS 10.1. A liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation, or a sale of all or substantially all of the Company's assets shall cause every option outstanding under the Plan to terminate on the effective date of such action. Notwithstanding the preceding sentence, upon a liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation, or a sale of all or substantially all of the Company's assets, each option holder shall have the right, within his or her sole discretion, to exercise before the effective date of such action (the "Effective Date") any or all of the options he or she then holds, but only to the extent that such options are otherwise exercisable under the terms of the Plan. Any option not so exercised shall terminate on the Effective Date. 10.2. Notwithstanding the provisions of Section 10.1. the Committee, in its discretion, may declare prior to the Effective Date any or all then outstanding options under this Plan not previously exercisable and vested as immediately exercisable and fully vested in whole or in part. 4 5 11. REGISTRATION The Company shall use its best efforts to file by 31st October 1997 an S.8. Registration Statement in respect of the options capable of being issued pursuant to this Plan. 12. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Board may at any time suspend or terminate the Plan or may amend it from time to time in such respect as the Board may deem advisable in order that the options granted under the Plan may conform to any changes in the law or in any other respect which the Board may deem to be in the best interest of the Company. Modifications or amendments to the Plan are not required to be approved by the Company's shareholders except to the extent required by applicable North Carolina law or by the Company's Bylaws. No termination, modification, or amendment to the plan without the consent of the Participant to whom any option shall have been previously granted shall adversely affect such Participant's rights under such option. Unless terminated earlier in accordance with this Section, the Plan shall terminate when all shares of Common Stock reserved for issuance under the Plan have been issued. 13. EFFECTIVENESS OF THE PLAN The Plan shall become effective on such date as the Board shall determine. The exercise of each option granted pursuant to the Plan shall be subject to the condition that if at any time the Company shall determine in its discretion that (a) the satisfaction of withholding tax or other withholding liabilities, (b) the listing on any securities exchange or the registration or qualification under any state or federal law of any shares of Common Stock otherwise deliverable upon its exercise, or (c) the consent or approval of any regulatory body or the shareholders is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares of Common Stock pursuant to such exercise, then, in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions unacceptable to the Company. 14. TIME OF GRANTING OPTIONS 5 6 Nothing contained in the Plan or in any resolution adopted or to be adopted by the Board or the Committee will constitute the granting of an option pursuant to the Plan. The granting of an option pursuant to the Plan will occur only when a written option agreement is duly executed and delivered by and on behalf of the Company and the Participant to whom such option is to be granted. 15. APPLICABLE LAW Except as otherwise provided herein, the Plan shall be construed and enforced according to the laws of the State of North Carolina USA. IN WITNESS WHEREOF, the Company has caused the Plan to be executed by the action of its duly authorised officer this 29th day of August 1997. 6 7 QUINTILES TRANSNATIONAL CORP. By: /s/ Paul Knott ---------------------------- Director 7 -----END PRIVACY-ENHANCED MESSAGE-----