EXHIBIT 10.10
OPTION CERTIFICATE
INCENTIVE STOCK OPTION (NON-ASSIGNABLE)
FOR [INSERT NUMBER] SHARES
TO PURCHASE COMMON STOCK OF FORRESTER RESEARCH, INC.
ISSUED PURSUANT TO THE AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN OF
FORRESTER RESEARCH, INC. ("PLAN")
THIS CERTIFIES that on [insert date] ("Issuance Date") First Last (the
"Holder") was granted an option (the "Option") to purchase at the option price
$[insert amount] per share all or any part of [insert amount] fully paid and
non-assessable shares ("Shares") of Common Stock (par value of $.01 per share)
of Forrester Research, Inc. (the "Company") upon and subject to the following
terms and conditions:
1. Nature of Option. The Option is intended to constitute an "incentive
stock option" within the meaning of Section 422A of the Internal Revenue Code of
1986 (the "Code") to the maximum extent permitted under the Code. Any portion of
this Option that does not constitute an "incentive stock option" shall
constitute a non-qualified option. The right and option to purchase shares
hereby granted shall be exercisable as provided in Paragraph 3 hereof, in
accordance with the determination made by the Compensation and Nominating
Committee (the "Committee") of the Company's Board of Directors administering
the Plan.
2. Expiration. This Option shall expire on [insert date] ("Expiration
Date").
3. Vesting and Exercise. This Option may be exercised or surrendered
during the Holder's lifetime only by the Holder. This Option shall not be
transferable by the Holder otherwise than by will or by the laws of descent and
distribution.
Except as provided below in this Paragraph 3, this Option will not vest
and may not be exercised unless the following conditions have been met. [Note:
This paragraph will generally provide that the Option will become exercisable on
certain specified dates determined by the Committee. As determined by the
Committee, specified Options may become exercisable upon the achievement of
specific performance goals, which may relate to Company performance, individual
performance or both, and may have multiple vesting dates, goals and portions of
Shares that are subject to such vesting.] Except as otherwise permitted herein,
if the Holder's employment is terminated prior to the full vesting of the
Option, all rights with respect to any unvested portion shall be forfeited.
Notwithstanding the foregoing, this Option shall vest and become
exercisable in whole upon the 20th day prior to the date upon which there is
scheduled to occur a consolidation or merger in which the Company is not the
surviving corporation or which results in the acquisition of substantially all
of the Company's outstanding Common Stock by a single person or entity or by a
group of persons and/or entities acting in concert, or the sale or transfer of
substantially all the Company's assets.
This Option shall be exercised by the delivery of a written notice duly
signed by the Holder, together with this Option certificate, and the full
purchase price of the Shares purchased
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pursuant to the exercise of this Option, to the Committee or an officer of the
Company appointed by the Committee for the purpose of receiving the same. This
Option may not be exercised at any time when such Option, or the exercise or
payment thereof, may result in the violation of any law or governmental order or
regulation.
Payment for the Shares purchased pursuant to the exercise of this Option
shall be made in full at the time of the exercise of the Option (a) by check
payable to the Company, or (b) at such time as the Common Stock is registered
under the Securities Exchange Act of 1934, by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price.
4. Delivery of Share Certificates. Within a reasonable time after the
exercise of the Option, the Company shall cause to be delivered to the person
entitled thereto the number of Shares purchased pursuant to the exercise of the
Option.
5. Withholding. In the event that the Holder elects to exercise this
Option or any part thereof, and if the Company or its subsidiaries shall be
required to withhold any amount by reason of any federal, state, or local tax
rules or regulations in respect of the issuance of Shares to the Holder pursuant
to the Option, the Company or any such subsidiary shall be entitled to satisfy
such withholding obligations in accordance with the terms of Paragraph 9 of the
Plan. The holder of this Option agrees to notify the Company prior to
undertaking any sale or disposition of shares of Common Stock acquired upon the
exercise of this Option for the one-year period beginning on the date of
exercise.
6. Termination. Notwithstanding Paragraph 3 above, all or any part of this
Option, to the extent unexercised, shall terminate immediately upon the earliest
to occur of the following:
(a) [include provision for termination if established goals are not met,
if applicable];
(b) The expiration date of the Option;
(c) The expiration of three months from the date of termination of the
Holder's employment by the Company or any of its subsidiaries (other than a
termination described in subparagraph (d), (e), or (f) below); provided, that if
the Holder shall die during such three month period, the time of termination of
the unexercised portion of the Option shall be determined under the provisions
of subparagraph (e) below;
(d) The expiration of three months from the date of termination of the
employment of the Holder due to permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(other than a termination described in subparagraph (e) below);
(e) The expiration of one year following the Holder's death if it occurs
while Holder is employed by the Company or its subsidiaries; or
(f) The termination of the Holder's employment by the Company or any of
its subsidiaries if such termination constitutes or is attributable to a breach
by the Holder of an employment agreement with the Company or its subsidiaries,
or if the Holder is discharged for cause. The Committee shall have the right to
determine whether the Holder has been discharged
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for breach or for cause and the date of such discharge, and such determination
of the Committee shall be final and conclusive.
7. Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of the Option
such number of Shares as shall be required for issuance or delivery upon
exercise hereof.
8. Rights of Holder. Nothing contained herein shall be construed to confer
upon the Holder any right to be continued in the employ of the Company or any of
its subsidiaries, or derogate from the right of the Company or any of its
Subsidiaries to retire, request the resignation of, or discharge the Holder at
any time, with or without cause. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company or its subsidiaries,
either at law or equity, and the rights of the Holder are limited to those
expressed herein and in the Plan and are not enforceable against the Company or
its subsidiaries, except to the extent set forth herein.
9. Exclusion from Pension Computations. By acceptance of the grant of the
Option, the Holder hereby agrees that any income realized upon the receipt or
exercise hereof, or upon the disposition of the Shares received upon its
exercise, is special incentive compensation and will not be taken into account
as "wages," "salary," or "compensation" in determining the amount of any payment
under any pension, retirement, incentive, profit-sharing, bonus, or deferred
compensation plan of the Company, or its subsidiaries.
10. Registration; Legend. The Company may postpone the issuance and
delivery of Shares upon any exercise of the Option until (a) the admission of
such Shares to listing on any stock exchange or exchanges on which Shares of the
Company of the same classes are then listed and (b) the completion of such
registration or other qualification of such Shares under any state or federal
law, rule or regulation as the Company shall determine to be necessary or
advisable. The Holder shall make such representations and furnish such
information as, in the opinion of counsel for the Company, may be appropriate to
permit the Company to issue the Shares in compliance with the provisions of the
Act or any comparable act. The Company may cause an appropriate legend to be set
forth on each certificate representing Shares or any other security issued or
issuable upon exercise of the Option unless counsel for the Company is of the
opinion as to any such certificate that a legend is unnecessary.
11. Amendment. The Committee may, with the consent of the Holder, at any
time or from time to time, amend the terms and conditions of the Option.
12. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Company, at
its office at 400 Technology Square, Cambridge, Massachusetts 02139, or at such
other address as the Company by notice to the Holder may designate in writing
from time to time; to the Holder, at the address shown below his signature on
this Option certificate, or at such other address as the Holder by notice to the
Company may designate in writing from time to time. Notices shall be effective
upon receipt.
13. Incorporation of Plan; Interpretation. The Option and this Option
certificate are issued pursuant to and are subject to all of the terms and
conditions of the Plan, the terms, conditions, and definitions of which are
hereby incorporated as though set forth at length, and the receipt of a copy of
which the Holder hereby acknowledges by his signature below. A
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determination of the Committee as to any questions which may arise with respect
to the interpretation of the provisions of this Option and of the Plan shall be
final. The Committee may authorize and establish such rules, regulations, and
revisions thereof not inconsistent with the provisions of the Plan, as it may
deem advisable.
Unless otherwise indicated to the contrary herein, defined terms used in
this Option certificate shall have the same meaning as used in the Plan.
IN WITNESS WHEREOF, the parties have signed this certificate on the date
first above written.
Forrester Research, Inc.
By: ____________________________
ACCEPTED AND AGREED TO:
________________________________
First Last
________________________________
Date
________________________________
Address
________________________________
City State Postal Code
________________________________
Country
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