Form of Notice of Stock Option Grant




  
 EXHIBIT 10.2A

 MASERGY COMMUNICATIONS, INC. 
 NOTICE OF GRANT OF STOCK OPTION 
 Notice is hereby given of the
following option grant (the “Option”) to purchase shares of the Common Stock of Masergy Communications, Inc. (the “Corporation”): 
 Optionee: 
 Grant Date: 

Vesting Commencement Date:  
 Exercise Price: $      per share 
 Number
of Option Shares:      shares of Common Stock 
 Expiration Date: 

 

			
	 Type of Option:
	  	             Incentive Stock Option
		
		  	             Non-Statutory Stock Option


Date Exercisable: Immediately Exercisable 
 Vesting Schedule: The Option Shares shall initially be unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. Optionee shall acquire a vested interest in, and
the Corporation’s repurchase right shall accordingly lapse with respect to, (i) twenty-five percent (25%) of the Option Shares upon Optionee’s completion of one (1) year of Service measured from the Vesting Commencement Date
and (ii) the balance of the Option Shares in a series of thirty-six (36) successive equal monthly installments upon Optionee’s completion of each additional month of Service over the thirty-six (36) month period measured from the
first anniversary of the Vesting Commencement Date. In no event shall any additional Option Shares vest after Optionee’s cessation of Service. 
 Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Masergy Communications, Inc. 2001 Stock Option/Stock Issuance 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 attached hereto as Exhibit A. Optionee understands that any Option Shares purchased under the
Option shall be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit B. 
 Optionee hereby
acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit C. 








  
 REPURCHASE RIGHTS.
OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED
IN THE ATTACHED STOCK PURCHASE AGREEMENT. 
 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 at any time for any reason, with or without cause. 

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock
Option Agreement. 
 DATED: 
  

			
	MASERGY COMMUNICATIONS, INC.
		
	By:	 	  

		 	Robert E. Bodnar
		 	Senior Vice President & CFO



 

			
	  

	
		
	Address:	 	  

	
	  



 ATTACHMENTS 
 Exhibit A - Stock Option Agreement 

Exhibit B - Stock Purchase Agreement 

Exhibit C - 2001 Stock Option/Stock Issuance Plan