**Exhibit 10.1**

 

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

**Incentive Stock Option Agreement**

 

**Gensym Corporation**                     Grant No.        

 

Incentive Stock Option Agreement 

Granted Under 2000 Stock Incentive Plan 

 

**1 Grant of Option.**

 

This agreement evidences the grant by Gensym Corporation, a Delawarecorporation (the “Company”), on              (the “Grant Date”) to             , an employee ofthe 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 evidencedby this agreement shall 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 33.33% of the original number of Shares on the first, second, and third anniversary of theGrant Date. This option shall expire upon, and will not be exercisable after, the Final Exercise Date. 

 

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shallcontinue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise 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 may purchase 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, at the time he or she exercises this option, is, and has been at alltimes 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 of Relationship with the Company. If the Participant ceases to bean 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, violatesthe non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately uponsuch violation. 

 

3.4 Exercise Period Upon Death or Disability. If theParticipant 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 the Company has not terminated such relationship for “cause” asspecified 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, provided that this option shall be exercisable only to the extent thatthis 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 after the Final Exercise Date. 

 

3.5 Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (asdefined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or herresponsibilities 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, thatdischarge for cause was warranted. 

 

 

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 tothe Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

**5 Nontransferability of Option.**

 

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

 

**6 Disqualifying Disposition.**

 

If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares wereacquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

 

**7 Provisions of the Plan.**

 

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

 

IN WITNESS WHEREOF, the Company has caused this option to be executed underits corporate seal by its duly authorized officer. 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 foregoingoption and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2000 Stock Incentive Plan. 

 

PARTICIPANT:

 

Address: