Incentive Plan

NON-STATUTORY STOCK OPTION Granted by KVH Industries (The Company) Under the 2006 Stock Incentive Plan

by Kvh Industries
August 28th, 2006

Exhibit 10.2

NON-STATUTORY STOCK OPTION

Granted by

KVH Industries (the “Company”)

Under the 2006 Stock Incentive Plan

This Option is and shall be subject in every respect to the provisions of the Company’s 2006 Stock Incentive Plan, as amended from time to time, which is incorporated herein by reference and made a part hereof. The holder of this Option (the “Holder”) hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives.

 

1. Name of Holder:

 

2. Date of Grant:

 

3. Maximum number of shares for

which this Option is exercisable:

 

4. Exercise (purchase) price per share: [must be at least fair market value]

 

5. Payment method:

cash or bank check or other instrument acceptable to the Committee in an amount equal to the exercise price of the shares being purchased; or

with the consent of the Company, any of the other methods set forth in the Plan.

 

6. Expiration Date of Option: Five (5) years from Date of Grant

 

7. Vesting Schedule: This Option shall become exercisable for 25% of the maximum number of shares granted on the first anniversary of the Date of Grant, and shall become exercisable for an additional 25% on each one-year anniversary thereafter; so that the Option shall be fully vested on the fourth anniversary of the Date of Grant. All vesting shall cease upon the date of termination of employment or provision of services.


8. Termination of Employment. This Option shall terminate on the earliest to occur of:

 

  (i) the date of expiration thereof;

 

  (ii) termination of the Holder’s employment with or services to the Company by the Company for Cause (as defined in the Plan);

 

  (iii) thirty (30) days after the date of voluntary termination of employment or services by the Holder (other than for death or permanent disability as defined in the Plan); or

 

  (iv) thirty (30) days after the date of termination of the Holder’s employment with or services to the Company by the Company without Cause (other than for death or permanent disability as defined in the Plan).

 

9. Lock-Up Agreement. The Holder agrees to be bound by the Lock-Up Agreement provisions set forth at Section 15(d) of the Plan.

 

10. Tax Withholding. The Company’s obligation to deliver shares shall be subject to the Holder’s satisfaction of any federal, state and local income and employment tax withholding requirements.

 

11. Notice. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company, KVH Industries, Inc., 50 Enterprise Center, Middletown, RI 02842, attention of the president, or such other address as the Company may hereafter designate.

Any notice to be given to the Holder hereunder shall be deemed sufficient if addressed to and delivered in person to the Holder at his or her address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Holder at such address.

IN WITNESS WHEREOF, the parties have executed this Option, or caused this Option to be executed, as of the Date of Grant.

 

KVH Industries, Inc.

By:

 

 

The undersigned Holder hereby acknowledges receipt of a copy of the Plan and this Option, and agrees to the terms of this Option and the Plan.

 

 

Holder

 

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