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Exhibit 10.2
 THE CORPORATE EXECUTIVE BOARD COMPANY
STANDARD TERMS AND CONDITIONS FOR
NON-QUALIFIED STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS
(Mandatory Net Share Settlement)
  1.
    
    TERMS OF NON-QUALIFIED STOCK OPTION AND STOCK APPRECIATION RIGHTTHE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (the Company), has granted
to the Optionee named in the Term Sheet provided to said Optionee herewith (the Term
Sheet) a non-qualified stock option or a stock appreciation right (hereafter referred to as
the Option) to purchase up to the number of shares of the Companys Common Stock, $0.01
par value per share (the Common Stock), set forth in Term Sheet, at the purchase price per
share and upon the other terms and subject to the conditions set forth in the Term Sheet,
these Standard Terms and Conditions (as amended from time to time), and the Plan specified
in the Term Sheet (the Plan). For purposes of these Standard Terms and Conditions and the
Term Sheet, any reference to the Company shall include a reference to any Subsidiary, as
such term is defined in the Plan.2.
    
    NON-QUALIFIED STOCK OPTION OR STOCK APPRECIATION RIGHTThe Option is not intended to be an incentive stock Option under Section 422 of the Internal
Revenue Code of 1986, as amended (the Code) and will be interpreted accordingly.3.
    
    EXERCISE OF OPTIONThe Option shall not be exercisable as of the Grant Date set forth in the Term Sheet. After
the Grant Date, to the extent not previously exercised, and subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Option
shall be exercisable to the extent it becomes vested, as described in the Term Sheet, to
purchase up to that number of shares of Common Stock as set forth in the Term Sheet provided
that (except as set forth in Section 4.C. below) Optionee remains employed with the Company
and does not experience a termination of employment. The vesting period and/or
exercisability of an Option may be adjusted by the Administrator to
reflect the effects of any period during which the Optionee is on an approved leave of absence or is
employed on a less than full time basis, provided that no such adjustment may be made which
would result in an accounting charge to the Company.
 To exercise the Option (or any part thereof), Optionee shall deliver a Notice of Exercise
to the Company specifying the number of whole shares of Common Stock Optionee wishes to
purchase and how Optionees shares of Common Stock should be registered (in Optionees name
only or in Optionees and Optionees spouses names as community property or as joint
tenants with right of survivorship).The exercise price (the Exercise Price) of the Option is set forth in the Term Sheet. The
Company shall not be obligated to issue any shares of Common Stock until Optionee shall have
paid the total Exercise Price for that number of shares of Common Stock. Unless the
Administrator permits or requires the Optionee to pay the Exercise Price in such other
form(s) of consideration as the Administrator in its discretion shall specify pursuant to
the Plan, the Exercise Price shall be paid by the Company withholding from the shares of
Common Stock otherwise issuable to the Optionee upon the exercise of the Option (or portion
thereof) the whole number of shares (rounded up) having a fair market value on the date of
exercise sufficient to satisfy the Exercise Price. If the withheld shares are not
sufficient to pay the Exercise Price, the Optionee shall pay to the Company on the date of
exercise any amount of the Exercise Price that is not satisfied by the withholding of shares
of Common Stock described above and if the withheld shares are more than sufficient to
satisfy the Exercise Price the Company shall make such arrangement as it determines
appropriate to credit such amount for the Optionees benefit.Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as
practical after exercise. Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company determines that the
exercisability of the Option or the delivery of shares hereunder would violate any federal,
state or other applicable laws.4.
    
    EXPIRATION OF OPTIONExcept as provided in this Section 4, the Option shall expire and cease to be exercisable as
of the Expiration Date set forth in the Term Sheet.
 A.
    
    Upon the date of a termination of the Optionees employment as a result of the
death of the Optionee, and except as otherwise provided under paragraph (C) of this
Section 4, (i) any part of the Option that is unexercisable as of such termination date
shall remain unexercisable and shall terminate as of such date, and (ii) any part of
the Option that is exercisable as of the date of death shall be exercisable by the
Optionees estate, heir or beneficiary at any time during the twelve (12) months
following the date of death and shall terminate at the end of such twelve (12) month
period.
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B.
    
    Upon the date of a termination of the Optionees employment with the Company
for any reason other than the death of the Optionee, and except as otherwise provided
under paragraph (C) of this Section 4, (i) any part of the Option that is unexercisable
as of such termination date shall remain unexercisable and shall terminate as of such
date, and (ii) any part of the Option that is exercisable as of such termination date
shall expire the earlier of ninety (90) days following such date or the Expiration Date
of the Option.C.
    
    If, within one year after a Change of Control (as defined in Section 12 hereof)
of the Company, the Optionees employment with the Company is terminated for any reason
other than for Cause (as defined in Section 12 hereof) or voluntary resignation by the
Optionee, the Option shall become exercisable in its entirety upon the date of such
termination and shall expire twelve (12) months after the date of such termination.
The Option shall become exercisable in its entirety one year after a Change of Control
if the Optionee is employed by the Company at such time.
 5.
    
    RESTRICTIONS ON RESALES OF OPTION SHARESThe Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Optionee or other subsequent
transfers by the Optionee of any shares of Common Stock issued as a result of the exercise
of the Option, including without limitation (a) restrictions under an insider trading
policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales
by Optionee and other optionholders and (c) restrictions as to the use of a specified
brokerage firm for such resales or other transfers.6.
    
    INCOME TAXESThe Optionee will be subject to federal and state income and other tax withholding
requirements on the date (generally, the date of exercise) determined by applicable law (any
such date, the Taxable Date), based on the excess of the fair market value of the shares
of Common Stock underlying the portion of the Option that is exercised over the Exercise
Price. The Optionee will be solely responsible for the payment of all U.S. federal income
and other taxes, including any state, local or non-U.S. income or employment tax obligation
that may be related to the exercise of the Option, including any such taxes that are
required to be withheld and paid over to the applicable tax authorities (the Tax
Withholding Obligation). The Optionee will be responsible for the satisfaction of such Tax
Withholding Obligation in a manner acceptable to the Company in its sole discretion.By accepting the Option the Optionee agrees that, unless and to the extent the Optionee has
otherwise satisfied the Tax Withholding Obligations in a manner permitted or required by the
Administrator pursuant to the Plan, the Company is authorized to withhold from the shares of
Common Stock issuable to the Optionee in respect of Vested Units the whole number of shares
(rounding up) having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first
trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding
Obligation. If the withheld shares are not sufficient to satisfy the Optionees Tax
Withholding Obligation, the Optionee agrees to pay to the Company as soon as practicable any
amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares
of Common Stock described above and if the withheld shares are more than sufficient to
satisfy the Optionees Tax Withholding Obligation the Company shall make such arrangement as
it determines appropriate to credit such amount for the Optionees benefit.
 At any time not less than five (5) business days before any Tax Withholding Obligation
arises (e.g., a settlement date), the Optionee may elect to satisfy all or any part of the
Optionees Tax Withholding Obligation by delivering to the Company an amount that the
Company determines is sufficient (in light of the uncertainty of the exact amount thereof)
to so satisfy the Tax Withholding Obligation by (i) wire transfer to such account as the
Company may direct, (ii) delivery of a certified check payable to the Company, or (iii) such
other means as specified from time to time by the Administrator, in each case unless the
Company has specified prior to such date that the Optionee is not permitted to so satisfy
the Tax Withholding Obligation.The Company may refuse to issue any shares of Common Stock to the Optionee until the
Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the
Company has the right to retain without notice from shares issuable upon exercise of the
Option (or any portion thereof) or from salary or other amounts payable to the Optionee,
shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in
connection with the Option, regardless of any action the Company takes or any transaction
pursuant to this Section 6 with respect to any tax withholding obligations that arise in
connection with the Option. The Company makes no representation or undertaking regarding the
treatment of any tax withholding in connection with the grant, issuance, vesting or exercise
of the Option or the subsequent sale of any of the shares of Common Stock acquired upon
exercise of the Option. The Company does not commit and is under no obligation to structure
the Option to reduce or eliminate the Optionees tax liability.7.
    
    NON-TRANSFERABILITY OF OPTIONUnless otherwise provided by the Administrator, the Optionee may not assign or transfer the
Option to anyone other than by will or the laws of descent and distribution and the Option
shall be exercisable only by the Optionee during his or her lifetime. The Company may
cancel the Optionees Option if the Optionee attempts to assign or transfer it in a manner
inconsistent with this Section 7.
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8.
    
    THE PLAN AND OTHER AGREEMENTSIn addition to these Terms and Conditions, the Option shall be subject to the terms of the
Plan, which are incorporated into these Standard Terms and Conditions by this reference.
Certain capitalized terms not otherwise defined herein are defined in the Plan.The Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Optionee and the Company regarding the Option. Any prior
agreements, commitments or negotiations concerning the Option are superseded.9.
    
    LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTIONNeither the Optionee (individually or as a member of a group) nor any beneficiary or other
person claiming under or through the Optionee shall have any right, title, interest, or
privilege in or to any shares of Common Stock allocated or reserved for the purpose of the
Plan or subject to the Term Sheet or these Standard Terms and Conditions except as to such
shares of Common Stock, if any, as shall have been issued to such person upon exercise of
the Option or any part of it. Nothing in the Plan, in the Term Sheet, these Standard Terms
and Conditions or any other instrument executed pursuant to the Plan shall confer upon the
Optionee any right to continue in the Companys employ or service nor limit in any way the
Companys right to terminate the Optionees employment at any time for any reason.10.
    
    NOTICESAll notices, requests, demands and other communications pursuant to these Standard Terms and
Conditions shall be in writing and shall be deemed to have been duly given if personally
delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the
following addresses (or at such other address as shall be given in writing by either party
to the other):If to the Company to:The Corporate Executive Board Company
2000 Pennsylvania Avenue, N.W., Suite 6000
Washington, D.C. 20006
Attention: Chief Financial OfficerIf to the Optionee, to the address set forth below the Optionees signature on the Term
Sheet.11.
    
    GENERALIn the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these
Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
 The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its total and absolute discretion. In the event the
Optionee or other holder of an Option believes that a decision by the Administrator with
respect to such person was arbitrary or capricious, the Optionee or other optionholder may
request arbitration with respect to such decision. The review by the arbitrator shall be
limited to determining whether the Administrators decision was arbitrary or capricious.
This arbitration shall be the sole and exclusive review permitted of the Administrators
decision, and the Optionee and any other option holder hereby explicitly waive any right to
judicial review.Notice of demand for arbitration shall be made in writing to the Administrator within 30
days after the applicable decision by the Administrator. The arbitrator shall be selected
by those members of the Board of Directors who are neither members of the Compensation
Committee of the Board of Directors nor employees of the Company. If there are no such
members of the Board of Directors, the arbitrator shall be selected by the Board of
Directors. The arbitrator shall be an individual who is an attorney licensed to practice
law in the District of Columbia. Such arbitrator shall be neutral within the meaning of the
Commercial Rules of Dispute Resolution of the American Arbitration Association; provided,
however, that the arbitration shall not be administered by the American Arbitration
Association. Any challenge to the neutrality of the arbitrator shall be resolved by the
arbitrator whose decision shall be final and conclusive. The arbitration shall be
administered and conducted by the arbitrator pursuant to the Commercial Rules of Dispute
Resolution of the American Arbitration Association. The decision of the arbitrator on the
issue(s) presented for arbitration shall be final and conclusive and may be enforced in any
court of competent jurisdiction.12.
    
    DEFINITIONSFor purposes of this Agreement, the terms set forth below shall have the following meanings:
 A.
    
    Cause means the commission of an act of fraud or theft against the Company;
conviction for any felony; conviction for any misdemeanor involving moral turpitude
which might, in the Companys opinion, cause embarrassment to the Company; significant
violation of any material Company policy; willful or
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repeated non-performance or substandard performance of material duties which is not
cured within thirty (30) days after written notice thereof to the Optionee; or
violation of any material District of Columbia, state or federal laws, rules or
regulations in connection with or during performance of the Optionees work which,
if such violation is curable, is not cured within thirty (30) days after notice
thereof to the Optionee.
 B.
    
    Change of Control means any of the following:
 1.
    
    the acquisition by a person or group (as those terms are
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and the rules promulgated thereunder), other than
by Permitted Holders, of beneficial ownership (as defined in Exchange Act Rule
13d-3) directly or indirectly, of any securities of the Company or any
successor of the Company immediately after which such person or group owns
securities representing 50% or more of the combined voting power of the Company
or any successor of the Company;2.
    
    within any 12-month period, the individuals who were directors
of the Company as of December 31, 2005 (the Incumbent Directors) ceasing for
any reason other than death or disability to constitute at least a majority of
the Board of Directors, provided that any director who was not a director as of
December 31, 2005 shall be deemed to be an Incumbent Director if such director
was appointed or elected to the Board of Directors by, or on the recommendation
or approval of, at least a majority of directors who then qualified as
Incumbent Directors, provided further that any director appointed or elected to
the Board of Directors to avoid or settle a threatened or actual proxy contest
shall in no event be deemed to be an Incumbent Director; or3.
    
    approval by the stockholders of the Company of any merger,
consolidation or reorganization involving the Company, unless either (A) the
stockholders of the Company immediately before such merger, consolidation or
reorganization own, directly or indirectly immediately following such merger,
consolidation or reorganization, at least 60% of the combined voting power of
the company(ies) resulting from such merger, consolidation or reorganization in
substantially the same proportion as their ownership immediately before such
merger, consolidation or reorganization, or (B) the stockholders of the Company
immediately after such merger, consolidation or reorganization include
Permitted Holders;4.
    
    approval by the stockholders of the Company of a transfer of
50% or more of the assets of the Company or a transfer of assets that during
the current or either of the prior two fiscal years accounted for more than 50%
of the Companys revenues or income, unless the person to which such transfer
is made is either (A) a Subsidiary of the Company, (B) wholly owned by all of
the stockholders of the Company, or (C) wholly owned by Permitted Holders;
or
 5.
    
    approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
 C.
    
    Permitted Holders means:
 1.
    
    the Company,2.
    
    any Subsidiary,3.
    
    any employee benefit plan of the Company or any Subsidiary, and4.
    
    any group which includes or any person who is wholly or
partially owned by a majority of the individuals who immediately prior to such
acquisition of securities or stockholder approval under Sections A(i), A(iii)
or A(iv) are executive officers (as defined in Exchange Act Rule 3b-7) of the
Company or any successor of the Company; provided that immediately prior to and
for six months following such acquisition of securities or stockholder approval
such executive officers of the Company are beneficial owners (as defined in
Exchange Act Rule 16a-1(a)(2)) of the common stock of the Company or any
successor of the Company; and provided further that such executive officers
employment is not terminated by the Company or any successor of the Company
(other than as a result of death or disability) during the six months following
such acquisition of securities or stockholder approval. A Change of Control
shall be deemed to have occurred on any date within six months following an
acquisition of securities or stockholder approval under Sections A(i), A(iii)
or A(iv) on which any of the conditions set forth in this clause (iv) cease to
be satisfied.
 D.
    
    Subsidiary means any corporation in which the Company owns, directly or
indirectly, stock possessing 50% or more of the total combined voting power of all
classes of stock in such corporation.E.
    
    Termination of employment shall mean ceasing to serve as a full time employee
of the Company, except that an approved leave of absence or approved employment on a
less than full time basis may constitute employment unless the Administrator provides
otherwise. The Administrator shall determine whether any corporate transaction, such
as a sale or spin-off of a division or subsidiary that employs an Optionee, shall be
deemed to result in a termination of employment with the Company for purposes of any
affected Optionees Options, and the Administrators decision shall be final and
binding.
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THE CORPORATE EXECUTIVE BOARD COMPANY
TERM SHEET STOCK APPRECIATION RIGHTS (SAR)
(Mandatory Net Share Settlement)
  The Plan:
    
    This SAR is granted pursuant to
the Companys 2004 Stock
Incentive Plan.Name of Grantee:Social Security Number:Grant Date:Number of Shares of Common Stock
covered by SAR:Exercise Price Per Share:
    
    $Expiration Date:Vesting Schedule:
    
    The number of shares of Common
Stock covered by SAR shall vest
— percent (—%) per year
beginning one (1) year after the
Grant Date set forth above,
subject to the Standard Terms and
Conditions.
  THE CORPORATE EXECUTIVE BOARD COMPANYGrantee SignatureByTitle:
    
    
    
    Address (please print):