PAREXEL INTERNATIONAL CORP
FORM OF STOCK OPTION AGREEMENT (2001)
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<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>b51794piexv10w4.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT (2001)
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EXHIBIT 10.4

                        PAREXEL INTERNATIONAL CORPORATION

                      Non-Qualified Stock Option Agreement
                            2001 Stock Incentive Plan

1. Grant of Option.

      This agreement evidences the grant by PAREXEL International Corporation, a
Massachusetts corporation, including any Parent or Subsidiary of the Company as
defined in Sections 424(e) or (f) of the Code (the "Company"), on [ ], 20[ ]
(the "Grant Date") to [ ], an employee of the Company (the "Participant"), of an
option to purchase, in whole or in part, on the terms provided herein and in the
Company's 2001 Stock Incentive Plan (the "Plan"), a total of [ ] shares (the
"Shares") of common stock, $0.01 par value per share, of the Company ("Common
Stock") at $[ ] per Share. Unless earlier terminated, this option shall expire
on the date which is eight (8) years from the Grant Date (the "Final Exercise
Date").

      It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.

2. Vesting of Option if Business Relationship Continues. If the Participant has
continued to serve the Company in the capacity of an employee, officer, director
or consultant (such service is described herein as maintaining or being involved
in a "Business Relationship" with the Company) on the following dates, subject
to Section 3, the Participant may exercise this option for the number of shares
of Common Stock set opposite the applicable date:

<TABLE>
<S>                                                           <C>
One year but less than two years from the Grant Date          - [ ] shares

Two years but less than three years from the Grant Date       - an additional [ ] shares

Three years but less than four years from the Grant Date      - an additional [ ] shares

Four years from the Grant Date                                - an additional [ ] shares
</TABLE>

      The foregoing rights are cumulative and, while the Participant continues
to maintain a Business Relationship with the Company may be exercised on or
before the Final Exercise Date. All of the foregoing rights are subject to
Section 3, as appropriate, if the Participant ceases to maintain a Business
Relationship with the Company or retires, dies, becomes disabled or undergoes
dissolution while involved in a Business Relationship with the Company.
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3. Exercise of Option.

      (a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in Section 5(f) of the Plan. Such election shall state the number of
Shares for which it is being exercised and the amount of the purchase price for
such Shares. The Participant may purchase less than the number of shares covered
hereby, provided that no partial exercise of this option may be for any
fractional share.

      (b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has at all
times since the Grant Date maintained or been involved in a Business
Relationship with the Company (an "Eligible Participant"). For purposes of this
Section 3, employment of any Participant shall be considered as continuing
uninterrupted during any bona fide leave of absence (such as those attributable
to illness, military obligations or governmental service) provided that the
period of such leave does not exceed 90 days or, if longer, any period during
which such Participant's right to reemployment is guaranteed by statute. A bona
fide leave of absence with the written approval of the Board of Directors of the
Company, or a Committee of such Board, if applicable, shall not be considered an
interruption of employment under this Section 3, provided that such written
approval contractually obligates the Company to continue the employment of the
Participant after the approved period of absence. Options granted under the Plan
shall not be affected by any change of employment within or among the Company,
so long as the Participant continues to maintain or be involved in a Business
Relationship with the Company.

      (c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d), (e) and (f) below, the right to exercise this option shall
terminate sixty (60) days after such cessation (but in no event after the Final
Exercise Date), provided that this option shall be exercisable only to the
extent that the Participant was entitled to exercise this option on the date of
such cessation. Notwithstanding the foregoing, if the Participant, prior to the
Final Exercise Date, violates the non-competition or confidentiality provisions
of any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.

      (d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes permanently and totally disabled (within the meaning of Section 22(e)(3)
of the Code) prior to the Final Exercise Date while he or she is an Eligible
Participant and the Company has not terminated such relationship for "cause" as
specified in paragraph (e) below, this option shall be exercisable, within the
period of one hundred eighty (180) days following the date of death or
disability of the Participant (but in no event after the Final Exercise Date),
by the Participant (or, in the case of death, by an authorized executor,
personal representative or beneficiary), and any unexercisable installments of
any stock options of the Company held by the Participant on the Participant's
last date of employment with the Company that have not expired, shall become

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exercisable on such last date of employment and shall remain exercisable for the
period set forth herein, provided that this option shall not be exercisable
after the Final Exercise Date.

      (e) Discharge for Cause. If the Participant is discharged by the Company
for "cause" (as defined below), the right to exercise this option shall
terminate immediately upon the effective date of such discharge. "Cause" shall
mean willful misconduct by the Participant or willful failure by the Participant
to perform his or her responsibilities to the Company (including, without
limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Participant and the Company), as determined by the Company, which
determination shall be conclusive. The Participant shall be considered to have
been discharged for "Cause" if the Company determines, within 30 days after the
Participant's resignation, that discharge for cause was warranted.

      (f) Exercise Period Upon Retirement. If the Participant ceases to be an
Eligible Participant by reason of his or her Retirement from the Company, this
Option shall be exercisable for a period of one hundred eighty (180) days
following the date of Retirement of the Participant, by the Participant,
provided that this option shall be exercisable only to the extent that it was
exercisable by the Participant on the date of his or her Retirement and further
provided that this Option shall not, in any case, be exercisable after the Final
Exercise Date. For purposes of this agreement, "Retirement" shall mean the
voluntary termination by the Participant of his or her Business Relationship
with the Company after completion of five (5) or more consecutive years of
service with the Company and after reaching "normal retirement age" as such term
is commonly understood in the jurisdiction of the Participant's residence.

      (g) Dissolution. If the Participant is a corporation, partnership, trust
or other entity that is dissolved, is liquidated, becomes insolvent or enters
into a merger or acquisition with respect to which the Participant is not the
surviving entity, at a time when the Participant is involved in a Business
Relationship with the Company, this option shall immediately terminate as of the
date of such event, and the only rights hereunder shall be those as to which
this option was properly exercised before such dissolution or other event.

4. Withholding.

      No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.

5. Nontransferability of Option.

      This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

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6. Capital Changes and Business Successions.

      The Plan contains provisions covering the treatment of options in a number
of contingencies such as stock splits and mergers. Provisions in the Plan for
adjustment with respect to stock subject to options and related provisions with
respect to successors to the business of the Company are hereby made applicable
hereunder and are incorporated herein by reference.

7. Miscellaneous.

      (a) Notices: All notices hereunder shall be in writing and shall be deemed
given when sent by certified or registered mail, postage prepaid, return receipt
requested, to the address set forth below. The addresses for such notices may be
changed from time to time by written notice given in the manner provided for
herein.

      (b) Entire Agreement: Modification: This Agreement constitutes the entire
agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by both
parties.

      (c) Severability: The invalidity, illegality or unenforceability of any
provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.

8. Provisions of the Plan.

      This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.

      IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.

                                             PAREXEL INTERNATIONAL CORPORATION

Dated: ________________________              By: _______________________________
                                                 Name:
                                                 Title:

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                            PARTICIPANT'S ACCEPTANCE

      The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2001 Stock Incentive Plan.

                                              PARTICIPANT:

                                              Address:       ___________________

                                                             ___________________

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                         NOTICE OF STOCK OPTION EXERCISE

                            Date: ___________________

PAREXEL International Corporation
195 West Street
Waltham, MA  02451

Attention: Senior Director of Investor Relations

Dear Sir or Madam:

      I am the holder of ______________ Stock Option granted to me under the
PAREXEL International Corporation (the "Company") 2001 Stock Incentive Plan on
________________ for the purchase of __________ shares of Common Stock of the
Company at a purchase price of $__________ per share.

      I hereby exercise my option to purchase _________ shares of Common Stock
(the "Shares"), for which I have enclosed __________ in the amount of ________.
Please register my stock certificate as follows:

        Name(s):            _______________________

                            _______________________

        Address:            _______________________

        Tax I.D. #:         _______________________

Very truly yours,

_______________________
(Signature)

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