Exhibit
10.2
STREAM GLOBAL SERVICES,
INC.
Nonstatutory Stock Option
Agreement
Granted Under 2008 Stock
Incentive Plan
This agreement evidences the grant
by Stream Global Services, Inc., a Delaware corporation (the
“Company”), on
, 20[ ] (the “Grant
Date”) to [
], [an employee], [a consultant], [a director] of the Company (the
“Participant”), of an option to purchase, in whole or
in part, on the terms provided herein and in the Company’s
2008 Stock Incentive Plan (the “Plan”), a total of [
] shares (the “Shares”) of common stock, $0.001 par
value per share, of the Company (“Common Stock”) at $[
] per Share. Unless earlier terminated, this option shall expire at
5:00 p.m., Eastern time, on [
], 20[ ] (the “Final Exercise
Date”).
It is intended that the option
evidenced by this agreement shall not be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the
“Code”). Except as otherwise indicated by the context,
the term “Participant”, as used in this option, shall
be deemed to include any person who acquires the right to exercise
this option validly under its terms.
This option will become exercisable
(“vest”) as to 25% of the original number of Shares on
the first anniversary of the Grant Date and as to an additional
6.25% of the original number of Shares at the end of each
successive three-month period following the first anniversary of
the Grant Date until the fourth anniversary of the Grant
Date.
The right of exercise shall be
cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be
exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
(a) Form of Exercise . Each
election to exercise this option shall be in writing, signed by the
Participant, and received by the Company at its principal office,
accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise
of this option may be for any fractional share.
(b) Continuous Relationship with
the Company Required . Except as otherwise provided in this
Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and
has been at all times since the Grant Date, an employee, officer or
director of, or consultant or advisor to, the Company or any other
entity the employees, officers, directors, consultants, or advisors
of which are eligible to receive option grants under the Plan (an
“Eligible Participant”).
(c) Termination of Relationship
with the Company . If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this
option shall terminate three months after such cessation (but in no
ev
