SEC Info - Advisory Board Co - ‘10-KT’ for 12/31/14

SEC Info℠

Home

Help

Please Sign In

Advisory Board Co – ‘10-KT’ for 12/31/14 – ‘EX-10.40’

On: Wednesday, 3/4/15, at 11:10am ET · For: 12/31/14 · Accession #: 1157377-15-4 · File #: 0-33283

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/04/15  Advisory Board Co                 10-KT      12/31/14  115:18M

Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-KT       Annual-Transition Report                            HTML   1.27M 
 2: EX-10.34    Material Contract                                   HTML    230K 
 3: EX-10.40    Material Contract                                   HTML     60K 
 4: EX-10.41    Material Contract                                   HTML     58K 
 5: EX-21.1     Subsidiaries List                                   HTML     34K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML     33K 
11: EX-99.1     Miscellaneous Exhibit                               HTML    370K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     35K 
79: R1          Document and Entity Information                     HTML     63K 
62: R2          Consolidated Balance Sheets                         HTML    152K 
74: R3          Consolidated Balance Sheets (Parenthetical)         HTML     57K 
83: R4          Consolidated Statements of Operations               HTML    111K 
105: R5          Consolidated Statements of Comprehensive Income     HTML     48K  
64: R6          Consolidated Statements of Stockholders' Equity     HTML    161K 
73: R7          Consolidated Statements of Stockholders' Equity     HTML     38K 
                (Parenthetical)                                                  
56: R8          Consolidated Statements of Cash Flows               HTML    185K 
46: R9          Business Description and Basis of Presentation      HTML     37K 
107: R10         Summary of significant accounting policies          HTML    108K  
85: R11         Acquisitions                                        HTML     47K 
84: R12         Fair value measurements                             HTML    130K 
91: R13         Marketable securities                               HTML     81K 
92: R14         Membership fees receivable                          HTML     47K 
89: R15         Property and equipment                              HTML     50K 
93: R16         Goodwill and intangibles                            HTML    102K 
76: R17         Investment in unconsolidated entity                 HTML     87K 
80: R18         Other non-current assets                            HTML     39K 
87: R19         Noncontrolling interest                             HTML     39K 
115: R20         Revolving credit facility                           HTML     42K  
101: R21         Stockholders' equity                                HTML     48K  
69: R22         Stock-based compensation                            HTML    215K 
86: R23         Income taxes                                        HTML    160K 
71: R24         Commitments and contingencies                       HTML     51K 
37: R25         Segments and geographic areas                       HTML     53K 
102: R26         Quarterly financial data                            HTML     83K  
111: R27         Subsequent events                                   HTML    134K  
51: R28         Schedule II - Valuation and Qualifying Accounts     HTML     53K 
50: R29         Summary of significant accounting policies          HTML    176K 
                (Policies)                                                       
54: R30         Summary of significant accounting policies          HTML     46K 
                (Tables)                                                         
55: R31         Fair value measurements (Tables)                    HTML    108K 
57: R32         Marketable securities (Tables)                      HTML     74K 
26: R33         Membership fees receivable (Tables)                 HTML     45K 
99: R34         Property and equipment (Tables)                     HTML     46K 
67: R35         Goodwill and intangibles (Tables)                   HTML     95K 
70: R36         Investment in and Advances to Unconsolidated        HTML     70K 
                Entities (Tables)                                                
41: R37         Stock-based compensation (Tables)                   HTML    190K 
114: R38         Income taxes (Tables)                               HTML    158K  
18: R39         Commitments and contingencies (Tables)              HTML     40K 
59: R40         Segments and geographic areas (Tables)              HTML     47K 
104: R41         Quarterly financial data (Tables)                   HTML     81K  
39: R42         Subsequent events Subsequent Events (Tables)        HTML    113K 
49: R43         Summary of significant accounting policies -        HTML    134K 
                Additional Information (Detail)                                  
53: R44         Summary of significant accounting policies -        HTML     53K 
                Reconciliation of Basic to Diluted Weighted                      
                Average Common Shares Outstanding (Detail)                       
63: R45         Acquisitions Royal Acquisition Co. (Details)        HTML     39K 
25: R46         Acquisitions Transition Period Acquisitions         HTML     55K 
                (Details)                                                        
45: R47         Acquisitions Fiscal 2014 Acquisitions (Details)     HTML     55K 
20: R48         Acquisitions Fiscal 2013 Acquisitions (Details)     HTML     55K 
103: R49         Fair value measurements - Additional Information    HTML    116K  
                (Detail)                                                         
38: R50         Fair value measurements - Fair Value Measurements   HTML    106K 
                of Financial Assets and Liabilities on Recurring                 
                Basis (Detail)                                                   
100: R51         Fair value measurements - Reconciliation of Change  HTML     42K  
                in Fair Value of Common Stock Warrants (Detail)                  
42: R52         Fair value measurements - Reconciliation of Change  HTML     60K 
                in Contingent Earn-out Liabilities (Detail)                      
60: R53         Marketable securities - Aggregate Value, Amortized  HTML     58K 
                Cost, Gross Unrealized Gains, and Gross Unrealized               
                Losses on Available-for-Sale Marketable Securities               
                (Detail)                                                         
19: R54         Marketable securities - Marketable Securities       HTML     68K 
                Maturities (Detail)                                              
23: R55         Marketable securities - Additional Information      HTML     53K 
                (Detail)                                                         
52: R56         Membership fees receivable - Membership Fees        HTML     48K 
                Receivable (Detail)                                              
30: R57         Membership fees receivable - Additional             HTML     33K 
                Information (Detail)                                             
108: R58         Property and equipment - Additional Information     HTML     39K  
                (Detail)                                                         
66: R59         Property and equipment - Schedule of Property and   HTML     51K 
                Equipment (Detail)                                               
90: R60         Goodwill and intangibles - Additional Information   HTML     78K 
                (Detail)                                                         
44: R61         Goodwill and intangibles - Changes in Carrying      HTML     38K 
                Amount of Goodwill (Detail)                                      
47: R62         Goodwill and intangibles - Gross and Net Carrying   HTML     77K 
                Balances and Accumulated Amortization of                         
                Intangibles (Detail)                                             
97: R63         Investment in unconsolidated entity - Additional    HTML    101K 
                Information (Detail)                                             
94: R64         Investments in and Advances to Unconsolidated       HTML     79K 
                Entities - Summary of Financial Position of                      
                Evolent (Detail)                                                 
68: R65         Investments in and Advances to Unconsolidated       HTML     57K 
                Entities - Summary of Operating Results of Evolent               
                (Detail)                                                         
96: R66         Other non-current assets - Additional Information   HTML     55K 
                (Detail)                                                         
43: R67         Noncontrolling interest - Additional Information    HTML     53K 
                (Detail)                                                         
72: R68         Revolving credit facility - Additional Information  HTML     80K 
                (Detail)                                                         
110: R69         Stockholders' equity - Additional Information       HTML     79K  
                (Detail)                                                         
22: R70         Stock-based compensation - Additional Information   HTML    228K 
                (Detail)                                                         
36: R71         Stock-based compensation - Summary of Changes in    HTML     75K 
                Common Stock Options (Detail)                                    
61: R72         Stock-based compensation - Summary of Changes in    HTML     65K 
                Common Stock Options- Additional Information                     
                (Detail)                                                         
28: R73         Stock-based compensation - Summary of Exercise      HTML     91K 
                Prices and Contractual Lives of Options                          
                Outstanding under Stock Incentive Plans (Detail)                 
113: R74         Stock-based compensation - Summary of Changes in    HTML     75K  
                RSUs (Detail)                                                    
40: R75         Stock-based compensation - Valuation of Stock       HTML     72K 
                Options (Detail)                                                 
31: R76         Stock-based compensation - Summary of Stock-based   HTML     82K 
                Compensation Expense (Detail)                                    
35: R77         Stock-based compensation - Summary of Stock-based   HTML     44K 
                Compensation Expense by Award (Detail)                           
24: R78         Income taxes - Summary of Provision for Income      HTML     75K 
                Taxes (Detail)                                                   
27: R79         Income taxes- Income before Income Tax (Details)    HTML     48K 
81: R80         Income taxes - Statutory Rates to Income before     HTML     72K 
                Provision for Income Taxes (Detail)                              
33: R81         Income taxes - Tax Effect of Differences between    HTML     98K 
                Tax Bases of Assets and Liabilities (Detail)                     
109: R82         Income Taxes - Schedule of Unrecognized Tax         HTML     56K  
                Benefits Roll Forward (Details)                                  
58: R83         Income taxes - Additional Information (Detail)      HTML     69K 
88: R84         Commitments and contingencies - Additional          HTML     88K 
                Information (Detail)                                             
95: R85         Commitments and contingencies - Future Minimum      HTML     54K 
                Lease Payments (Detail)                                          
32: R86         Segments and geographic areas - Additional          HTML     34K 
                Information (Detail)                                             
34: R87         Segments and geographic areas - Revenue             HTML     47K 
                Information (Detail)                                             
106: R88         Quarterly financial data - Summarized Financial     HTML     72K  
                Data (Detail)                                                    
29: R89         Subsequent events - Additional Information          HTML    254K 
                (Detail)                                                         
82: R90         Subsequent events - Total Consideration (Details)   HTML     47K 
78: R91         Subsequent events - Finite-Lived Intangible Assets  HTML     52K 
                Acquired as Part of Business Combinations                        
                (Details)                                                        
98: R92         Subsequent events - Recognized Identifiable Assets  HTML     76K 
                and Liabilities Assumed (Details)                                
77: R93         Subsequent events - Pro Forma Information           HTML    285K 
                (Details)                                                        
65: R94         Schedule II - Valuation and Qualifying Accounts     HTML     50K 
                (Detail)                                                         
112: XML         IDEA XML File -- Filing Summary                      XML    182K  
21: EXCEL       IDEA Workbook of Financial Reports                  XLSX    316K 
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.32M 
12: EX-101.INS  XBRL Instance -- abco-20141231                       XML   3.40M 
14: EX-101.CAL  XBRL Calculations -- abco-20141231_cal               XML    320K 
15: EX-101.DEF  XBRL Definitions -- abco-20141231_def                XML   1.19M 
16: EX-101.LAB  XBRL Labels -- abco-20141231_lab                     XML   2.53M 
17: EX-101.PRE  XBRL Presentations -- abco-20141231_pre              XML   1.60M 
13: EX-101.SCH  XBRL Schema -- abco-20141231                         XSD    251K 
75: ZIP         XBRL Zipped Folder -- 0001157377-15-000004-xbrl      Zip    379K

‘EX-10.40’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

ABCO 12.31.2014 Exhibit 10.40

Exhibit 10.40

FORM OF

THE ADVISORY BOARD COMPANY
AWARD AGREEMENT FOR
INDUCEMENT RESTRICTED STOCK UNITS

(1)

Grant. Pursuant to the provisions of The Advisory Board Company Inducement Stock Incentive Plan for Royall Employees (the “Plan”), you, a Participant, have been granted a Restricted Stock Unit Award of Restricted Stock Units (“RSUs”). The grant to you of the RSUs is subject to the following provisions, as well as to the Vesting Schedule (the “Vesting Schedule”) and the Standard Terms and Conditions for Restricted Stock Units (the “Standard Terms and Conditions”), copies of which are attached hereto, and the Plan.

(2)

Basic Principles. The initial value of one share of common stock, par value $0.01 per share (“Common Stock”), of The Advisory Board Company (the “Company”) for purposes of determining the value of each RSU is $___. At such time as the RSU becomes payable to you, the award may be settled all or partly in cash or all or partly in ___________ shares of Common Stock, as will be determined in the sole discretion of the Administrator of the Plan at such time. In addition, the award to be paid to you will be subject to applicable Federal, state and local tax withholding. When the RSU becomes payable to you, the resulting compensation will not increase or otherwise affect your benefits under any other benefit program maintained by the Company.

(3)

Vesting Rules. Your ability to receive a payment in respect of an RSU will depend upon the vesting provisions associated with the RSU. Your RSUs will be paid to you as they become vested as set forth below in the Standard Terms and Conditions. Except as specifically set forth in this Agreement, in the event that you terminate employment or are no longer in the service of the Company for any reason, all of your then-unvested RSUs will be forfeited.

Your RSUs will vest pursuant to the Vesting Schedule attached hereto.

By executing this Agreement, you hereby agree that the grant of your RSU award is subject to all the provisions of Plan, the Vesting Schedule, and to the Standard Terms and Conditions. Should you have any questions with respect to this document or the rules pertaining to the RSU, please contact a Company representative.



THE ADVISORY BOARD COMPANY		PARTICIPANT
By:		By:
Name:		Name:
Title:		Address:

THE ADVISORY BOARD COMPANY
STANDARD TERMS AND CONDITIONS FOR
INDUCEMENT RESTRICTED STOCK UNITS

These Standard Terms and Conditions apply to any Award of Restricted Stock Units granted to a Participant under The Advisory Board Company Inducement Stock Incentive Plan for Royall Employees (the “Plan”), which are evidenced by an Award Agreement for Restricted Stock Units or an action of the Administrator that specifically refers to these Standard Terms and Conditions. Certain capitalized terms not otherwise defined herein are defined in the Plan.

1.TERMS OF RESTRICTED STOCK UNITS

THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Company”), has granted to the Participant named in the Restricted Stock Unit Agreement provided to said Participant herewith (the “RSU Agreement”) an award of a number of Restricted Stock Units (the “Award”) specified in the RSU Agreement. Each Restricted Stock Unit represents the right to receive one share of the Company's common stock, $0.01 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the RSU Agreement, including the Vesting Schedule attached thereto (the “Vesting Schedule”), these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the RSU Agreement, any reference to the Company shall, unless the context requires otherwise, include a reference to any Subsidiary.

2.VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the RSU Agreement and shall be forfeitable unless and until otherwise vested pursuant to the terms of the RSU Agreement, the Vesting Schedule, and these Standard Terms and Conditions.

After the Grant Date, subject to termination as provided in the Vesting Schedule, these Standard Terms and Conditions or the Plan, or except as otherwise determined or approved by the Administrator, the Award shall become vested as described in the Vesting Schedule with respect to that number of Restricted Stock Units as set forth in the RSU Agreement. Each date on which Restricted Stock Units subject to the Award vest is referred to herein as a “Vesting Date.” For purposes of this Award, the Vesting Date will refer to that date in the Calculation Month that the Company determines whether RSUs have vested. Notwithstanding anything herein or in the RSU Agreement to the contrary, if a Vesting Date is not a business day, the applicable portion of the Award shall vest on the next following business day. Restricted Stock Units granted under the Award that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Restricted Stock Units granted under the Award that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” The vesting period of an Award shall be suspended by the Administrator during any period in which the Participant is on an approved leave of absence.

3.SETTLEMENT OF RESTRICTED STOCK UNITS

Each Vested Unit will be settled by the delivery of one share of Common Stock or cash in an amount equivalent to the value of one share of Common Stock (or any combination of cash and Common Stock as may be determined in the sole discretion of the Administrator), subject to adjustment under Section 10 of the Plan, to the Participant or, in the event of the Participant's death, to the Participant's estate, heir or beneficiary, as soon as practicable following the applicable Vesting Date but in no event later than March 15 of the year that immediately follows the end of the Applicable Period; provided that the Participant has satisfied all of the tax withholding obligations described in Section 6 below, and that the Participant has completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of the shares of Common Stock and/or cash. The issuance of any shares of Common Stock hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on the Participant's behalf with a brokerage firm or other custodian, in each case as determined by the Company. Fractional shares will not be issued pursuant to the Award.

Notwithstanding the above, (i) for administrative or other reasons, the Company may from time to time temporarily suspend the issuance of shares of Common Stock in respect of Vested Units, (ii) the Company shall not be obligated to deliver any shares of the Common Stock during any period when the Company determines that the delivery of shares hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue shares of Common Stock hereunder subject to any restrictive legends that, as determined by the Company's counsel, are necessary to comply with securities or other regulatory requirements, and (iv) the date on which shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters.

4.RIGHTS AS STOCKHOLDER

Prior to any issuance of shares of Common Stock in settlement of the Award, no shares of Common Stock will be reserved or earmarked for the Participant or the Participant's account nor shall the Participant have any of the rights of a stockholder with respect to such shares. The Participant will not be entitled to any privileges of ownership of the shares of Common Stock (including, without limitation, any voting or dividend rights) underlying Vested Units and/or Unvested Units unless and until shares of Common Stock are actually delivered to the Participant hereunder.

5.RESTRICTIONS ON RESALES OF 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 Participant or other subsequent transfers by the Participant of any shares of Common Stock issued in respect of Vested Units, including without limitation (a) restrictions under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

6.INCOME TAXES; TAX WITHHOLDING OBLIGATIONS

The Participant will be subject to federal and state income and other tax withholding requirements on a date (generally, the Vesting Date) determined by applicable law (any such date, the “Taxable Date”), based on the Fair Market Value of the shares of Common Stock underlying the Restricted Stock Units that vest on the Vesting Date. The Participant 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 Vested Units, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Participant will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion.

By accepting the Award the Participant agrees that, unless the Company specifies that the Participant must otherwise satisfy any withholding obligations, the Company is authorized to withhold from the shares of Common Stock issuable or cash equivalent value payable to the Participant in respect of Vested Units the whole number of shares or cash equivalent having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Participant's Tax Withholding Obligation, the Participant agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above.

The Company may refuse to issue any shares of Common Stock to the Participant until the Participant satisfies the Tax Withholding Obligation. The Participant acknowledges that the Company has the right to retain without notice from shares issuable under the Award or from salary or other amounts payable to the Participant, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.

The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes or any transaction pursuant to this Section 6 with respect to any Tax Withholding Obligations that arise in connection with the Award. The Company makes no representation or undertaking

regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the Award or the subsequent sale of any of the shares of Common Stock underlying Vested Units. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability.

7.NON-TRANSFERABILITY OF AWARD

Unless otherwise provided by the Administrator, the Participant may not assign, transfer or pledge the Award, the shares of Common Stock subject thereto or any right or interest therein to anyone other than by will or the laws of descent and distribution. The Company may cancel the Participant's Award if the Participant attempts to assign or transfer it in a manner inconsistent with this Section 7.

8.THE PLAN AND OTHER AGREEMENTS

In addition to these Standard Terms and Conditions, the Award shall be subject to the terms of the Plan, which 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 RSU Agreement, the Vesting Schedule, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs. Any other prior agreements, commitments or negotiations concerning the RSUs are superseded. The RSU Agreement, the Vesting Schedule and these Standard Terms and Conditions may, however, be amended by a subsequent agreement between the Company and a Participant that specifically addresses the treatment of the Award.

9.LIMITATION OF INTEREST IN SHARES SUBJECT TO AWARD

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the RSU 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 in respect of Vested Units.

10.NOT A CONTRACT FOR EMPLOYMENT

Nothing in the Plan, in the RSU Agreement, the Vesting Schedule, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's employment or service at any time for any reason.

11.NO LIABILITY OF COMPANY

The Company and any affiliate that is in existence or hereafter comes into existence shall not be liable to the Participant 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 Participant or other person due to the receipt, vesting or settlement of any Award granted hereunder.

12.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 Participant, to the address set forth below the Participant's signature on the RSU Agreement.

13.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.

14.FURTHER ASSURANCES

Participant shall cooperate and take such action as may be reasonably requested by the Company to carry out the provisions and purposes of these Standard Terms and Conditions. Participant acknowledges and agrees that the terms and conditions of this Award, including the performance metrics set forth in the Vesting Schedule are sensitive and proprietary to the Company. The Participant shall not disclose the terms and conditions of this Award to any other person other than to Participant’s legal or tax advisor in connection with obtaining legal or tax advice. Any breach of this provision may result in forfeiture of the Award.

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 Participant's consent to participate in the Plan by electronic means. By accepting the Award, the Participant 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 Participant.

16.SECTION 409A COMPLIANCE

Notwithstanding anything in this Agreement to the contrary:

a termination of employment or service shall not be deemed to have occurred for purposes of settlement of any portion of the Award upon or following a termination of employment or service unless such termination is also a "separation from service" within the meaning of Section 409A of the Code and, for purposes of any such provision of the RSU Agreement or these Standard Terms and Conditions, references to a "termination," "termination of employment" or like terms shall mean "separation from service;" and

if Participant is deemed on the date of termination to be a "specified employee" within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to the settlement of any portion of the Award that is considered deferred compensation under Section 409A of the Code payable on account of a "separation from service," such settlement shall occur on the date that is the earlier of (i) the expiration of the six-month period measured from the date of such "separation from service" of the Participant, and (ii) the date of Participant's death.

↑Top

Filing Submission 0001157377-15-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Advisory Board Co – ‘10-KT’ for 12/31/14 – ‘EX-10.40’

On: Wednesday, 3/4/15, at 11:10am ET · For: 12/31/14 · Accession #: 1157377-15-4 · File #: 0-33283

Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10Filing Table of Contents

‘EX-10.40’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10
Filing Table of Contents