Exhibit 10.2
INCENTIVE SHARE OPTION AGREEMENT
UNDER THE
IONA TECHNOLOGIES PLC
2006 SHARE INCENTIVE PLAN
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Name of
Optionee:
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No. of Option
Shares:
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Option Exercise
Price per Share: $
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Grant Date:
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Expiration
Date:
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Pursuant to the IONA Technologies PLC
2006 Share Incentive Plan as amended through the date hereof (the
“Plan”), IONA Technologies PLC (the
“Company”) hereby grants to the Optionee named above an
option (the “Share Option”) to purchase on or prior to
the Expiration Date specified above all or part of the number of
Ordinary Shares, par value € 0.0025 per share of the Company (the
“Shares”) specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set
forth herein and in the Plan.
1. Exercisability
Schedule . No portion of this Share Option may be exercised
until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Administrator (as
defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Share Option shall be
exercisable for
of the Option Shares on or after the first anniversary of the grant
date set forth in this Agreement and shall be exercisable for an
additional
of the Option Shares at the end of each
day period thereafter.
Once exercisable, this Share Option
shall continue to be exercisable at any time or times prior to the
close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.
2. Manner of Exercise
.
(a) The
Optionee may exercise this Share Option only in the following
manner: from time to time on or prior to the Expiration Date of
this Share Option, the Optionee may give written notice to the
Administrator of his or her election to purchase some or all of the
Option Shares purchasable at the time of such notice. This notice
shall specify the number of Option Shares to be purchased.
Subject to the Administrator’s
prior approval, payment of the purchase price for the Option Shares
may be made by one or more of the following methods: (i) in
cash, by certified or bank check or other instrument acceptable to
the Administrator; (ii) through the delivery (or attestation
to the ownership) of Shares that have been purchased by the
Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any
Company plan and that otherwise satisfy any holding periods as may
be required by the Administrator, provided, that to the extent
required to avoid variable accounting treatment under FAS 123R or
other applicable accounting rules, such surrendered Shares shall
have been owned by the Optionee for at least six (6) months;
(iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable
and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of
indemnity and other agreements as the Administrator shall prescribe
as a condition of such payment procedure; or (iv) any
combination of (i), (ii) and (iii) above. Payment
instruments will be received subject to collection.
The transfer to the Optionee of the
Option Shares on the records of the Company or of the transfer
agent will be contingent upon the Company’s receipt from the
Optionee of full payment for the Option Shares, as set forth above
and any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Shares to be
purchased pursuant to the exercise of Share Options under the Plan
and any subsequent resale of the Shares will be in compliance with
applicable laws and regulations. In the event the Optionee chooses
to pay the purchase price by previously-owned Shares through the
attestation method, the number of Shares transferred to the
Optionee upon the exercise of the Share Option shall be net of the
Shares attested to.
(b) The
Shares purchased upon exercise of this Share Option shall be
transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the
Administrator with all requirements under applicable laws or
regulations in connection with such issuance and with the
requirements hereof and of the Plan. The determination of the
Administrator as to such compliance shall be final and binding on
the Optionee. The Optionee shall not be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any
Shares subject to this Share Option unless and until this Share
Option shall have been exercised pursuant to the terms hereof, the
Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered
as the shareholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such Shares.
(c) The
minimum number of Shares with respect to which this Share Option
may be exercised at any one time shall be 100 Shares, unless the
number of Shares with respect to which this Share Option is being
exercised is the total number of Shares subject to exercise under
this Share Option at the time.
(d) Notwithstanding
any other provision hereof or of the Plan, no portion of this Share
Option shall be exercisable after the Expiration Date hereof.
3. Termination of
Employment . If the Optionee’s employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, the period
within wh
