PAREXEL INTERNATIONAL CORPORATION EXECUTIVE STOCK OWNERSHIP GUIDELINES AND RETENTION REQUIREMENT The following is a policy of the Board of Directors of PAREXEL International Corporation. Executive Stock Ownership Guidelines and Retention Requirement The stock ownership guidelines are designed to assist in further aligning the interests of the Company’s executive officers with the interests of the Company’s shareholders and further promoting the Company’s commitment to sound corporate governance. Participation These guidelines apply to any Executive Officer subject to the reporting requirements under Section 16 of the Securities Exchange Act of 1934. Determination of Guidelines Executive Stock Ownership Guidelines are determined as a multiple of executive’s base salary and then converted to a fixed number of shares. Individual guidelines are established for each participant as follows: The participant’s then current base salary is multiplied by the appropriate multiple or 10,000 shares of Company stock whichever is greater: − 3.0x for Chief Executive Officer − 1.5x for Chief Operating Officer − 1.0x for all other Executive Officers That product is divided by the average closing price of the Company’s Common Stock for the prior 1year period as of the last day of the fiscal year. Shares that Count toward Meeting the Stock Ownership Guidelines Shares owned outright Unvested restricted stock or restricted stock units Vested (but unexercised) in-the-money stock option value Adopted by the PAREXEL International Corporation Board of Directors 7.24 14 1 Shares held through any Company-sponsored plan such as an employee stock purchase plan, a qualified retirement plan and/or a supplemental executive retirement plan Compliance Period and Retention Requirement The applicable guideline level of Company stock ownership is expected to be satisfied within five years of becoming and executive officer of the Company. During any year in which the guideline is not met, the participant is required to retain at least 50% of net shares delivered through the Company’s equity incentive program. Net shares refer to those that remain after shares are sold or netted to pay the exercise price of stock options and appropriate taxes. Shares acquired by a participant prior to becoming subject to the Executive Stock Ownership Guidelines will not be subject to the retention restriction contained herein. The Compensation Committee of the Board of Directors has the authority to review each participant's compliance (or progress towards compliance) with these Stock Ownership Guidelines from time to time and, in its sole discretion, to impose such conditions, restrictions or limitations on any participant as the Committee determines to be necessary or appropriate in Executive Stock Ownership Guidelines. Adopted by the PAREXEL International Corporation Board of Directors 7.24 14 2
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