1997 Stock Option/Stock Issuance Plan



  
 EXHIBIT 10.2 
  
 Micromuse Inc 
 ID: 94-3288385

  
 139 Townsend Street 
 San Francisco, CA 94107 
  
 Notice of Grant of Stock Options 
 and Option Agreement 
  
 
	 Optionee
 	  	 Option Number:    00003005
 
	  	  	 Plan:                        1997
 
	  	  	 ID:
                          999-99-9999
 

 
  
 Effective 01/01/1997, you have been granted a(n) Non-Qualified Stock Option to buy 100.00
shares of Micromuse Inc. (the Company) stock at $0.010000 per share. 
  
 The total option price of the shares granted is $1.00.

  
 Shares in each period will become fully vested on the date shown. 
  
 
	 Shares
 
	 	 Vest Type
 
	 	 Full Vest
 
	 	 Expiration
 

	 17.00
 	 	 On Vest Date
 	 	 07/01/1997
 	 	 01/01/2007
 
	 83.00
 	 	 Monthly
 	 	 01/01/2000
 	 	 01/01/2007
 

 
  
 Exercise Schedule: The Option shall become exercisable with respect to (i)
one-sixth (1/6) of the Option Shares upon Optionee’s completion of six (6) months of Service measured from January 1, 1997 and (ii) the balance of the Option Shares in a series of thirty (30) successive equal monthly installments upon
Optionee’s completion of each additional month of Service over the thirty (30)-month period measured from the six (6) month anniversary of January 1,1997. In no event shall the Option become exercisable for any additional Option Shares after
Optionee’s cessation of Service. 
  
 Please review the Stock Option Agreement on the reverse of this Notice of Grant of Stock Option.

  
 By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by
the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document. 
  
 
	 
	 Micromuse Inc.
 	 	 Date
 
	 
	 Optionee
 	 	 Date
 

 







  
 Additional Terms of Stock Option Agreement 
  
 Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Micromuse Inc. 1997 Stock Option Plan (the
“Plan”). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement. 
  
 Optionee hereby acknowledges of a copy of the official prospectus for the Plan, which is available on the Company Intranet at http://intranet.micromuse.com/hrinfo/optiondocs/1997planprospectus.doc. A copy of the Plan is also
available at http://intranet.micromuse.com/hrinfo/optiondocs/1997plandoc. 
  
 No Employment or Service Contract – Nothing
in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service or any time for any reason, with or without cause. In no event shall the Option become
exercisable for any additional Option Shares after Optionee’s cessation of Service. 
  
 Definitions – All capitalized terms
in this Notice shall have the meaning assigned to them in this Notice or in the Stock Option Agreement. 







  
 Additional Terms of Stock Option Agreement 
  
 By your signature and the Company’s signature on the Notice of Grant of Stock Options and Option Agreement (“Agreement”), Optionee understands and
agrees that these options are granted under and governed by the terms and conditions of the Micromuse Inc. 1997 Stock Option Plan (the “Plan”). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set
forth in the Agreement. 
  
 Optionee hereby acknowledges receipt of a copy of the official prospectus for the Plan, which is available on
the Company Intranet at: http://intranet.micromuse.com/hrinfo/optiondocs/1997planprospectus.doc. A copy of the Plan is also available at http://intranet.micromuse.com/hrinfo/optiondocs/1997plandoc. A copy of the Plan is also available
by request from the company. 
  
 No Employment or Service Contract – Nothing in this Notice or Stock Option Agreement or Plan
shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service or any time for any reason, with or without cause. In no event shall the Option become exercisable for any additional Option Shares after
Optionee’s cessation of Service. 
  
 Definitions – All capitalized terms in this Notice shall have the meaning assigned to
them in this Notice or Stock Option Agreement. 
  
 Acceleration following Change in Control/Hostile Take-Over or Corporate
Transaction 
  
 Immediately prior to a Change in Control or Corporate Transaction, the Option, to the extent outstanding at the time but
not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as fully
vested shares. 
  
 The Option, as accelerated pursuant to this Addendum, shall remain so exercisable until the earlier of (i) the
Expiration Date or (ii) the expiration of the [one (1)-year] period measured from the date of the Optionee’s Involuntary Termination. 
  
 The provisions of this Addendum shall govern the treatment of the Option upon a Change in Control or Corporate Transaction and the period for which the Option is to remain exercisable following a Change in Control or Corporate
Transaction and shall supersede any provisions to the contrary in the Option Agreement.