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Exhibit
10.2
FORM OF
NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER THE
KENEXA CORPORATION STOCK
OPTION PLAN
Kenexa Corporation (the
“Company”), hereby grants to [
] (the “Optionee”) the option to purchase [
] shares of the Company’s Class A common stock (the
“Option”). The Option is subject to the terms set forth
herein, and in all respects is subject to the terms and provisions
of the Kenexa Corporation Stock Option Plan (the
“Plan”) applicable to non-qualified stock options,
which terms and provisions are incorporated herein by this
reference. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Plan.
1. Nature of the
Option. The Option is not intended to be an incentive
stock option described by Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”).
2. Date of Grant; Term of
Option. The grant of the Option is effective as of [
] (the “Effective Date”). The Option may not be
exercised later than the date that is ten (10) years after the
Effective Date, subject to earlier termination or cancellation, as
provided in the Plan or Section 6 hereof.
3. Option Exercise
Price. The total cost to the Optionee to purchase, pursuant to
this Agreement, one share of Common Stock is $[
].
4. Exercise of Option.
The Option shall be exercisable during its term only in accordance
with the terms and provisions of the Plan and this Option
Agreement, as follows:
(a) Right to Exercise
. The Option shall become exercisable with respect to 100% of the
shares if the Optionee remains continuously employed by the Company
or a Subsidiary through the third anniversary of the Effective
Date. The Option shall not be exercisable prior to the third
anniversary of the Effective Date, except as provided in Section 12
of the Plan.
(b) Exercise Only During
Employment. Except as set forth in Section 6, the Option shall
be exercisable only while the Optionee is an employee of the
Company or a Subsidiary and shall expire immediately upon
termination of Optionee’s employment with the Company and all
Subsidiaries.
(c) Method of
Exercise. The Optionee may exercise the Option by providing
written notice stating the election to exercise the Option, and
making such representations and agreements as to the
Optionee’s investment intent with respect to the shares
underlying the Option and to be purchased (the
“Shares”) as may be required by the Company hereunder
or pursuant to the provisions of the Plan. Such written notice
shall be signed by the Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company or such other
person as may be designated by the Company. The written notice
shall be accompanied by payment of the purchase
price in the manner described in Section
4(d). The Option will be deemed to be exercised upon the receipt by
the Company of such written notice, payment of the purchase price
and duly executed copies of a stockholders agreement in such form
as may be required by the Administrator (the “Stockholders
Agreement”), and any other agreements required by the
Administrator, the terms of the Plan and/or this Option Agreement.
The Optionee will have no right to vote or receive dividends and
will have no other rights as a stockholder with respect to such
Shares notwithstanding the exercise of the Option, until the
issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of
the stock certificate(s) evidencing Shares that are being issued
upon exercise of the Option. The Company will issue (or cause to be
issued) such stock certificates promptly following the exercise of
the Option. The certificate(s) for the Shares as to which the
Option shall be exercised shall be registered in the name of the
Optionee and shall contain any legend as may be required under the
Plan, the Stockholders Agreement, or any other agreement required
by the Administrator and/or applicable law.
(d) Method of Payment.
The method of payment of the purchase price shall be determined by
the Administrator and may consist entirely of cash, check, or any
combination of such methods of payment, or such other consideration
or method of payment as may be authorized by the Administrator and
permitted under the Plan.
(e) Partial Exercise.
The Option may be exercised in whole or in part; provided ,
however , that any exercise may apply only with respect to a
whole number of Shares.
(f) Restrictions on
Exercise. The Option may not be exercised if the issuance of
the Shares upon such exercise would constitute a violation of any
applicable federal or state securities laws or other laws or
regulations. As a condition to the exercise of the Option, the
Company may require the Optionee to make any representation or
warranty to the Company as may be required by or advisable under
any applicable law or regulation.
5. Investment
Representations. Unless the Shares have been registered under
the Securities Act of 1933, in connection with the acquisition of
the Option, the Optionee represents and warrants to the Company as
follows:
(a) The Optionee is
acquiring the Option, and upon exercise of the Option, Optionee
will be acquiring the Shares for investment for his own account,
not as a nominee or agent, and not with a view to or for resale in
connection with any distribution thereof.
(b) The Optionee has a
preexisting business or personal relationship with the Company or
one of its directors, officers or controlling persons and by reason
of his business or financial experience, has, and could be
reasonably assumed to have, the capacity to protect his interests
in connection with the acquisition of the Option and the
Shares.
6. Termination of
Relationship with the Company and Subsidiaries.
(a) Generally. If the
Optionee’s employment with the Company or a Subsidiary is
terminated for any reason other than death, Disability or
termination for Cause, the Option (to the extent exercisable at the
time of such termination) may be exercised at any time within
ninety (90) days after the date of such termination. To the extent
that the Option was not exercisable at the time of such
termination, or to the extent the Option is not exercised within
the time specified herein, the Option will terminate. A transfer of
employment to the Company or a Subsidiary shall not be considered a
termination.
(b) Death or
Disability. Upon the termination of the Optionee’s
employment with the Company or a Subsidiary due to the
Optionee’s death or Disability, the Option will become
immediately and fully exercisable. The Option may be exercised
following such termination by the Optionee, his legal guardian or
representative, or the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or
inheritance, as applicable at any time within the twelve (12)
mo
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