EXHIBIT 10.2
NONQUALIFIED STOCK OPTION AGREEMENT (U.S.)
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OPTIONEE NAME: Xxxxx X. Xxxxxxx
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OPTIONEE 0000 Xxxxxxx Xx.
ADDRESS: Xxxxxxx, Xxxxx 00000
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NUMBER OF SHARES: 100,000
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GRANT DATE: August 15, 2002
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PLAN: BindView Development Corporation 1998
Non-Employee Director Stock Option Plan
(as amended through February 21, 2002)
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EXPIRATION DATE: Grant Date plus ten (10) years
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STRIKE PRICE: $0.95
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VESTING SCHEDULE
(FOUR-YEAR VESTING)
NO. OF SHARES
EVENT DATE VESTED
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VESTING August 15, 2002 None
START DATE:
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First Vesting Date August 15, 2003 one-fourth (1/4)
of the full
number of Shares
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Subsequent vesting each three (3) an additional
dates months after the one-sixteenth (1/16)
First Vesting Date of the full number of
Shares, until vested
as to 100% of the Shares
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BindView Corporation ("BINDVIEW" or "US") hereby grants to the Optionee
identified above ("YOU"), as a director of BindView, the option to purchase from
BindView up to but not exceeding in the aggregate the number of shares of common
stock, no par value per share, of BindView (the "SHARES") at the "STRIKE PRICE"
per share, as set forth above. Because such option covers multiple Shares, it is
referred to herein in plural form as the "OPTIONS." The grant of the Options is
subject to the terms and conditions of this "AGREEMENT" and to the terms and
conditions of the above "PLAN," as amended by our Board of Directors ("BOARD")
from time to time, which is incorporated herein by reference, and a copy of
which will be provided to you upon request. All Section references are to
sections of this Agreement except as otherwise indicated. [BindView Corporation
is a registered assumed name of BindView Development Corporation.]
1. As provided in the Plan, the Options shall be for a term commencing
on the "GRANT DATE" and ending on the "EXPIRATION DATE," each as set forth
above, unless the Options are terminated earlier in accordance with the Plan.
2.Except as otherwise provided in the Plan, the Options shall vest and
become exercisable as provided in the "VESTING SCHEDULE" above.
3. The Options are a nonqualified stock option that are not intended to
be governed by Section 422 of the Internal Revenue Code of 1986, as amended.
4. You are entitled to exercise the Options only as to all or any part
of the Shares as to which the Options have vested. To exercise any of the
Options, you shall give us written notice as required by the Plan, which notice
shall comply with Section 5 of this Agreement, and you shall also obtain written
confirmation of receipt.
5. All notices required or permitted under this Agreement must be in
writing and shall be effective upon receipt. Notices sent by certified mail, if
refused, shall be effective three business days after the date of mailing.
Notices to us shall be addressed to the attention of our vice president for
human resources at our then-current principal operating office. Notices to you
may be addressed to your home address as indicated in our then-current records.
Executed to be effective as of the Grant Date.
BINDVIEW CORPORATION, BY:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Chairman, President & Chief Executive Officer
9/12/02
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Date
The Option has been accepted by the above-named Optionee, subject to the terms
and provisions of the Plan and of this Agreement, by which the Optionee agrees
to be bound
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
9/11/02
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Date
