Exhibit 10.2
Form of
Stock Option Agreement
This Stock
Option Agreement ("Agreement") is entered into by and between
ExactTarget, Inc., a Delaware corporation ("Company")
and EMPLOYEE NAME ("Optionee"). This Agreement is entered into pursuant to
Section 6.02 of the ExactTarget, Inc. 2004 Stock Option
Plan effective as of July 15, 2004 (the "Plan") and is subject
to the Plan. All capitalized terms not defined in this Agreement
shall have the definition provided in the Plan.
WHEREAS , the Company's
Board of Directors adopted the Plan effective as of July 15,
2004; and
WHEREAS , in connection
with and consideration for Optionee's employment with the Company,
the Board of Directors desires to grant to Optionee an option to
purchase shares of the Company's Common Shares ("Shares") pursuant
to the terms and conditions of the Plan and this
Agreement;
NOW THEREFORE , Company
and Optionee hereby agree as follows:
- 1.
- Grant of Option. Company hereby grants to Optionee an option (the "Option") to
purchase up to # OF OPTIONS
Shares (the "Option Shares"), upon the terms and
conditions set forth below. The date of grant of the Option
is EFFECTIVE DATE (the "Grant Date").
-
The Option granted under this Agreement is a
nonqualified option as described in the regulations under
Section 83 of the Internal Revenue Code of 1986, as amended
(the "Code"), with the transfer of the Option Units upon exercise
of the Option being governed by Code Section 83 and the
regulations thereunder. The effect of the grant and exercise of the
Option, as well as the sale or other disposition of any Option
Units acquired upon the exercise of the Option in whole or in part,
for federal, state and local income tax purposes, shall be
Optionee's responsibility.
- 2.
- Vesting of Option. Beginning on the Grant Date, the Option to buy Option Shares
shall vest over a four (4) year period as follows:
- (a)
- 25% of the Common Shares subject to a Stock
Option shall become vested on the first anniversary of the Grant
Date, provided that a Termination of Service has not occurred
before that date; and
- (b)
- Following the first anniversary of the Grant
Date, 1 / 48 of the Option Shares shall
become vested following each month of employment thereafter,
provided that a Termination of Service has not occurred before each
applicable date.
- 3.
- Exercise Price. The
exercise price for each Share subject to the Option shall be $4.00
per Share (the "Option Price").
- 4.
- Non-Transferability. Neither the Option nor any portion thereof shall be
transferred, sold, pledged, assigned, hypothecated, or disposed of
in any manner by Optionee other than by will or the laws of descent
and distribution to the extent hereinafter set forth. The Option
may be exercised during the Optionee's lifetime only by the
Optionee or, upon the Optionee's legal incapacity to act on his/her
own behalf, by the Optionee's conservator or other lawful
representative. The Option shall be null and void and without
effect upon any attempted assignment or transfer, except as
hereinabove provided, including without limitation, any purported
assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions
hereof, or levy of execution, attachment, trustee process or
similar process, whether legal or equitable, upon the Option.
- 5.
- Method of Exercise and Payment.
Any Option may be exercised from time to time, in
whole or in part, to the extent exercisable, only by giving written
notice (the "Exercise Notice") to the Treasurer of the Company at
the offices of the Company, of the election
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