Form of Director's Option Certificate



 






FORRESTER RESEARCH, INC.

1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS




Option Certificate



Stock option granted by Forrester Research, Inc., a Delaware corporation (the “Company”),
to___[name of non-employee director], a director of the Company (the “Optionee”),
pursuant to the Company’s 1996 Stock Option Plan for Non-Employee Directors (the “Plan”).



Grant of Option



This certificate evidences the grant by the Company on ___, 200___(“Grant Date”) [following
each annual meeting of stockholders] to the Optionee of an option to purchase, in whole or in part,
on the terms provided herein and in the Plan, a total of 12,500 shares of common stock of the
Company (the “Shares”) at $      per Share [fair market value at date of grant]. The latest date
on which this option may be exercised (the “Final Exercise Date”) is ___, 20___[ten years from
date of grant].



The option evidenced by this certificate is a nonqualified stock option.



This option is exercisable in the following installments prior to the Final Exercise Date:




     3,125 Shares on and after the first anniversary of the Grant Date;



     3,125 Shares on and after the second anniversary of the Grant Date;



     3,125 Shares on and after the third anniversary of the Grant Date;

and



     An additional 3,125 Shares on and after the fourth anniversary of the Grant Date.


Exercise of Option



Each election to exercise this option shall be in writing, signed by the Optionee or by his/her
executor or administrator or by the person or persons to whom this option is transferred by will or
the applicable laws of descent and distribution (the “Legal Representative”), and received by the
Company at its principal office, accompanied by payment in full and by such additional
documentation evidencing the right to exercise (or, in the case of a Legal Representative, of the
authority of such person) as the Company may require. The purchase price may be paid in cash or by
check (acceptable to the Company in accordance with the guidelines established for this purpose),
bank draft, or money order payable to the order of the Company; or (b) by delivery of


 









 






an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price.



Restrictions on Transfer



If at the time this option is exercised the Company is a party to any agreement restricting the
transfer of any outstanding shares of its Common Stock, this option may be exercised only if the
Shares so acquired are made subject to the transfer restrictions set forth in that agreement (or if
more than one such agreement is then in effect, the agreement specified by the Committee).



Withholding



No Shares will be transferred pursuant to the exercise of this option unless and until, in the
opinion of the Company’s counsel, the person exercising this option shall have remitted to the
Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements,
or shall have made other arrangements satisfactory to the Company with respect to such taxes.



Death; Status Change



(a) Except as the Committee shall otherwise provided, upon the death of the Optionee, all options
not then exercisable shall terminate. All options held by the director that are exercisable
immediately prior to death may be exercised by his or her Legal Representative, at any time within
one year after the director’s death but in no event beyond the Final Exercise Date. After
completion of that one-year period, such options shall terminate to the extent not previously
exercised or terminated.



(b) Except as the Committee shall otherwise provide, if a director’s service with the Company
terminates for any reason other than death, all options held by the director that are not then
exercisable shall terminate. Options that are exercisable on the date of termination shall
continue to be exercisable for a period of three months but in no event beyond the Final Exercise
Date. After completion of that three-month period, such options shall terminate to the extent not
previously exercised, expired or terminated.



Nontransferability of Option



Except as the Committee shall otherwise provide, this option is not transferable by the Optionee
other than by will or the laws of descent and distribution, and is exercisable during the
Optionee’s lifetime only by the Optionee.




 









 







Provisions of the Plan



This option is subject in its entirety to the provisions of the Plan, a copy of which is furnished
to the Optionee with this option. All initially capitalized terms not otherwise defined herein
shall have the meaning provided in the Plan.



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




	 	 	 	 	 
	 	 	FORRESTER RESEARCH, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	[Authorized Officer]
	 
	 	 	 	 
	Dated: ___, 200_