Form of Share Option Agreement for 2003 Share Purchase and Option Plan



 Exhibit 10.21 
 SHARE OPTION AGREEMENT 
 THIS SHARE OPTION AGREEMENT (this
“Agreement”) is made and entered into as of                  , 2004, between Concerto Software Group Holdings Ltd., a company formed under
the laws of the Cayman Islands (the “Company”), and [                    ] (“Employee”). 

The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to
acquire certain of the Company’s ordinary shares. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2003 Share Purchase and Option Plan (the “Plan”), a copy of
which is attached hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail. 

The parties hereto agree as follows: 
 1. Plan Acknowledgment. Each of the undersigned agree that this Agreement has been executed and delivered, and the share options have been granted hereunder, in connection with and as a part of the
compensation and incentive arrangements between the Company and Employee and, except as otherwise specified herein, pursuant to each of the terms and conditions of the Plan. 
 2. Options. 
 (a) Option Grants. 

(i) Tranche I Option Grant. The Company hereby grants to Employee, pursuant to the Plan, an option (the “Tranche I
Option”) to purchase up to [                    ] Class A-1 Shares, at an exercise price per share of $0.0001 (the
“Tranche I Option Price”). The Tranche I Option Price and the number of Option Shares issuable upon exercise of the Tranche I Option will be equitably adjusted for any share split, share dividend, reclassification or
recapitalization of the Class A-1 Shares which occurs subsequent to the date of this Agreement. The Tranche I Option will expire on the close of business on the seventh anniversary of the date of this Agreement, subject to earlier expiration in
connection with the termination of Employee’s employment, as provided in Section 2(c) below. The Tranche I Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

 [(ii) Tranche II Option Grant.1 The Company hereby grants to Employee, pursuant to the Plan, an option (the “Tranche II Option”) to
purchase up to [                    ] Class A-1 Shares, at an exercise price per share of $2.0294 (the “Tranche II Option
Price”). The Tranche II Option Price and the number of Option Shares issuable upon exercise of the Tranche II Option will be equitably adjusted for any share split, share dividend, reclassification or recapitalization of the Class A-1
Shares which occurs subsequent to the date of this Agreement. The Tranche II Option will expire on the close of business on the seventh anniversary of the date of this Agreement, subject to earlier expiration in connection with the termination of
Employee’s employment, as provided in Section 2(c) below. The Tranche II Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Code.] 

 

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 [(iii) Tranche III Option
Grant.2 The Company hereby grants to Employee, pursuant to
the Plan, an option (the “Tranche III Option”) to purchase up to [                    ] Class A-1 Shares, at an exercise
price per share of $4.0588 (the “Tranche III Option Price”). The Tranche III Option Price and the number of Option Shares issuable upon exercise of the Tranche III Option will be equitably adjusted for any share split, share
dividend, reclassification or recapitalization of the Class A-1 Shares which occurs subsequent to the date of this Agreement. The Tranche III Option will expire on the close of business on the seventh anniversary of the date of this Agreement,
subject to earlier expiration in connection with the termination of Employee’s employment, as provided in Section 2(c) below. The Tranche III Option is not intended to be an “incentive stock option” within the meaning of
Section 422 of the Code.] 
 (b) Exercisability. On each date set forth below the Options described in
Section 2(a) above will have vested and become exercisable with respect to the cumulative percentage of Option Shares set forth opposite such date if Employee is, and has been, continuously employed by the Company or its Subsidiaries
from the date of this Agreement through such date: 
  

					
	 Date
	  	Cumulative Percentage
of Option 
Shares Vested	 
		
	            , 2005	  	 	25	% 
	            , 2006	  	 	50	% 
	            , 2007	  	 	75	% 
	            , 2008	  	 	100	% 

 ;provided that if
Employee’s Termination Date occurs at any time after             , 2005 and prior to             , 2008, the
cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of full calendar months elapsed since the prior annual vesting date. 

(c) Early Expiration of Options. Notwithstanding any provision herein to the contrary, any portion of the Options granted
hereunder that have not vested and become exercisable prior to the Termination Date will expire on the Termination Date and may not be exercised under any circumstance. Any portion of the Options granted hereunder that have vested and become
exercisable prior to the Termination Date will expire on the earlier of (i) 30 days after the Termination Date (provided that such period shall be extended to six (6) months after the Termination Date, in the event of Employee’s
termination due to death or “disability” (as defined in Code Section 22(a)(3))) and (ii) the close of business on the seventh anniversary of the date of this Agreement. Notwithstanding any provision in this Agreement to the
contrary, any portion of the Options granted hereunder which have not been exercised prior to or in connection with a Sale of the Company shall expire upon the consummation of any such transaction. 

 

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 (d) Procedure for Exercise. At any time after all or any portion of the Options
granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the seventh anniversary of the date of this Agreement (except as provided for in Section 2(c) above), Employee may exercise
all or any portion of the Options granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that
Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, (ii) payment in full by delivery
of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price and (iii) an
executed consent from Employee’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Employee will permit the Company to deliver to him or her all financial and other information
regarding the Company and its Subsidiaries which it believes is necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the Options granted hereunder and prior to
the occurrence of a Termination Event, Employee becomes legally married (whether in the first instance or to a different spouse), Employee shall cause Employee’s spouse to execute and deliver to the Company a consent in the form of Exhibit
1 attached to the Plan. Employee’s failure to deliver the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Employee would otherwise be required to deliver such consent shall constitute Employee’s
continuing representation and warranty that Employee is not legally married as of such date. 
 (e) Securities Laws
Restrictions. Employee represents that when Employee exercises any portion of the Options he or she will be purchasing the Option Shares represented thereby for Employee’s own account and not on behalf of others. Employee understands and
acknowledges that federal, state and foreign securities laws govern and restrict Employee’s right to offer, sell or otherwise dispose of any Option Shares unless Employee’s offer, sale or other disposition thereof is registered under the
Securities Act and federal, state and foreign securities laws or, in the opinion of the Company’s counsel, such offer, sale or other disposition is exempt from registration thereunder. Employee agrees that he or she will not offer, sell or
otherwise dispose of any Option Shares in any manner which would: (i) require the Company to file any registration statement (or similar filing under applicable securities law) with the Securities and Exchange Commission or to amend or
supplement any such filing or (ii) violate or cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other applicable securities law. Employee further understands that the certificates for any
Option Shares which Employee purchases will bear the legend set forth in the Plan or such other legends as the Company deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws. 

  
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 (f) Limited Transferability of the Options. The Options granted hereunder are
personal to Employee and are not transferable by Employee except pursuant to the laws of descent or distribution. Only Employee or his legal guardian or representative may exercise the Options granted hereunder. 

(g) Section 83(b) Election. Within 30 days after Employee has exercised any portion of the Options, in the event Employee is
subject to United States federal income tax, Employee may make an effective election with the Internal Revenue Service under Section 83(b) of the Code relative to the Option Shares received by Employee pursuant to the exercise of such portion
of the Options. 
 3. Employee’s Representations. Employee hereby represents and warrants to the Company that
(i) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party
or by which he or she is bound, (ii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity (other than the Company or one of its Subsidiaries) and
(iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms. Employee hereby acknowledges and represents that he or she
has consulted with (or has had an opportunity to consult with) independent legal counsel regarding his or her rights and obligations under this Agreement (including, without limitation, the Plan) and that he or she fully understands the terms and
conditions contained herein and therein. 
 4. Notices. Any notices required or permitted under this Agreement or the
Plan will be delivered in accordance with the requirements of the Plan. 
 5. Third Party Beneficiaries; Successors and
Assigns. The parties hereto acknowledge and agree that the Investors are third party beneficiaries of this Agreement and the Plan. Except as otherwise provided herein, this Agreement and the Plan shall bind and inure to the benefit of and be
enforceable by Employee, the Company, the Investors and their respective heirs, successors and assigns (including subsequent holders of Employee Shares); provided that the rights and obligations of Employee under this Agreement and the Plan
shall not be assignable except in connection with a permitted transfer of Employee Shares in accordance with the Plan. 
 6.
Complete Agreement. This Agreement and the Plan and the other documents referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 
 7.
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. 

  
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 8. Counterparts. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one and the same agreement. 
 9. Governing
Law. This Agreement will be subject to the Governing Law provisions of the Plan as if fully set forth in this Agreement. 

10. Remedies. Each of the parties to this Agreement will be entitled to any of the remedies specified in the Plan. 

11. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of
the Board and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.  

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 IN WITNESS WHEREOF, the parties hereto have executed this Share Option Agreement as of the
date first written above. 
  

			
	 CONCERTO SOFTWARE GROUP HOLDINGS LTD.

		
	By:	 	  

		
	Its:	 	  

	
	  

	 [EMPLOYEE]