**Exhibit 10.2**

 

**Form of Option Agreement for use with 2000 Stock Incentive Plan**

**Nonstatutory Stock Option Agreement**

 

**Gensym Corporation**                 Grant No.        

Nonstatutory Stock Option Agreement 

Granted Under 2000 Stock Incentive Plan

 

**1 Grant of Option.**

 

This agreement evidences the grant by Gensym Corporation, a Delaware corporation (the “Company”), on             (the “Grant Date”) to**            **, 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 2000 Stock Incentive Plan (the “Plan”), a total of             shares (the “Shares”) of common stock, $.01 par value per share, of the Company (“Common Stock”) at$             per Share. Unless earlier terminated, this option shall expire on              (the “FinalExercise Date”). 

 

It is intended that the option evidenced by thisagreement 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. 

 

**2 Vesting Schedule.**

 

This option will become exercisable (“vest”) as to 100% of the original number of Shares on the Grant Date. This option shall expire upon, and will not beexercisable after, the Final Exercise Date. 

 

The right of exercise shall becumulative 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 FinalExercise Date or the termination of this option under Section 3 hereof or the Plan. 

 

**3 Exercise of Option.**

 

3.1 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 maypurchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. 

 

3.2 Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, atthe 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 parent or subsidiary of the Company as defined in Section 424(e) or(f) of the Code (an “Eligible Participant”). 

 

3.3 Termination ofRelationship 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 event after the Final Exercise Date), providedthat this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing,if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, theright to exercise this option shall terminate immediately upon such violation. 

 

3.4 Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and theCompany has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant,providedthat this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable afterthe Final Exercise Date. 

 

3.5 Discharge for Cause. If the Participant,prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willfulmisconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory,nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for“Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

 

**4 Withholding.**

 

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or localwithholding taxes required by law to be withheld in respect of this option. 

 

**5 Nontransferability of Option.**

 

This option may not besold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall beexercisable only by the Participant. 

 

**6 Provisions of the Plan.**

 

This option is subject to the provisions of the Plan, a copy of which isfurnished to the Participant with this option. 

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorizedofficer. This option shall take effect as a sealed instrument. 

 
  
Gensym Corporation

Dated:
 
By:
 
 
  
Name:
 
Lowell B. Hawkinson
  
Title:
 
President, Chairman, and Chief

Executive Officer

 

PARTICIPANT’SACCEPTANCE 

 

The undersigned hereby accepts the foregoing option and agrees tothe terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2000 Stock Incentive Plan. 

 
  
PARTICIPANT:

 
  Address: