1 EXHIBIT 10.39 SYNON CORPORATION NOTICE OF STOCK OPTION GRANT William M. Stuek 18 Long Neck Point Road Darien, CT 06820 You have been granted an option to purchase Common Stock of Synon Corporation (the "Company") as follows: TYPE OF OPTION: INCENTIVE STOCK OPTION NUMBER OF SHARES GRANTED: 25,000 OPTION PRICE PER SHARE: $1.80 TOTAL PRICE OF SHARES GRANTED: $45,000 DATE OF GRANT: JANUARY 30, 1995 TERM/EXPIRATION DATE: JANUARY 30, 2005 EXERCISE AND VESTING SCHEDULE: This option may be exercised, in whole or in part, in accordance with the Vesting Schedule set forth below. DATE OF VESTING: JANUARY 30, 1996 NUMBER OF SHARES: 12,500 FOR EACH OF THE 12 MONTHS FOLLOWING JANUARY 30, 1996: 1/12 OF 12,500 TERMINATION PERIOD: Options may only be exercised while you are an Employee of the Company except as set out in Sections 7 and 8 of the Stock Option Agreement (but in no event later than the Expiration Date); provided, however, that upon termination of your employment with the Company, the Administrator may, in its sole discretion, permit you to exercise the Option, to the extent already exercisable, during a period ending on the earlier of 30 days after such termination of employment and the date the Option expires in accordance with its terms. 2 By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the 1990 Stock Option Plan and the Incentive/Nonstatutory Stock Option Agreement, all of which are attached and made a part of this document. OPTIONEE: SYNON CORPORATION /s/ WILLIAM M. STUEK By: /s/ PAUL K. WILDE ------------------------------- ---------------------------- Signature Paul K. Wilde Chief Financial Officer William M. Stuek ------------------------------- Print Name