exv10w2



 





Exhibit 10.2



LOGMEIN, INC.


INCENTIVE STOCK OPTION AGREEMENT



     This INCENTIVE STOCK OPTION AGREEMENT, dated as of ___, (this “Agreement”),
is between LOGMEIN, INC., formerly known as 3AM LABS, INC., a Delaware Corporation (the
“Company”), and ___(the “Optionee”). Capitalized terms used
herein without definition shall have the meaning ascribed to such terms in the Company’s 2004
Equity Incentive Plan, a copy of which is available on the Company’s internal website and which may
be updated from time to time, (the “Plan”).



     1. Grant of Option. Pursuant to the Plan, the Company grants to the
Optionee an option (the “Option”) to purchase from the Company all or any number of a total
of ___shares, subject to adjustment pursuant to Section 8 of the Plan (the “Optioned
Shares”), of the Company’s common stock, $0.01 par value per share (the “Stock”),
at a price of $ ___ per share. The Option is granted as of ___, ___(the
“Grant Date”).



     2. Character of Option. The Option is intended to be treated as an
“incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).



     3. Duration of Option. Unless subject to earlier expiration or
termination pursuant to the terms of the Plan, the Option shall expire on ___[insert
date 1 day prior to 10th anniversary of Grant Date or earlier].



     4. Exercise of Option. Until this Option expires or ninety (90)
following the ending of the Optionee’s employment, consulting or Board member relationship with the
Company or its Affiliates, as defined in the Plan, ends, whichever date first occurs, you may
exercise it as to the number of Optioned Shares identified in the table below, in full or in part,
at any time on or after the applicable exercise date or dates identified in the table. However,
during any period that this Option remains outstanding after your employment or other association
with the Company and its Affiliates ends, you may exercise it only to the extent it was exercisable
immediately prior to the end of your employment or other association. The procedure for exercising
this Option is described in Section 7.1(g) of the Plan.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Number of Shares	 	 	Initial Exercise Date	 
	 	 	 	 	in each Installment	 	 	for Shares in Installment	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	Total

	 	 	 
	 	 	 	 
	 






     5. Transfer of Option. This Option may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of the Optionee, may be
exercised only by the Optionee. Notwithstanding the foregoing, in the event that the Option ceases
to qualify as an “incentive stock option” within the meaning of Section 422 of the Code for any
reason, then the



 









 




Option may be transferred to a third party subject to, and in accordance with, the provisions
of Section 7 of the Plan.




     6. Incorporation of Plan Terms. The Option is granted subject
to all of the applicable terms and provisions of the Plan, including, but not limited to, the
limitations on the Company’s obligations to deliver Optioned Shares upon exercise set forth in
Section 9.



     7. Miscellaneous. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware and shall be binding upon and inure to the benefit of any
successor or assign of the Company and any executor, administrator, trustee, guardian, or other
legal representative of the Optionee.



     8. Tax Consequences. The Company makes no representation or warranty as to
the tax treatment to you of your receipt or exercise of this Option or upon your sale or other
disposition of the Optioned Shares. You should rely on your tax advisors for such advice.



     IN WITNESS WHEREOF, the parties have executed this Incentive Stock Option Agreement as a
sealed instrument as of the date first above written.



	 	 	 	 	 
	LOGMEIN, INC.	 	OPTIONEE
	By:
	 	 	 	 
	 

	 	 
	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Optionee’s Residential Address:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 







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