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Exhibit 10.2(a)



DATED:



SPARK NETWORKS PLC




AND




 




 






OPTION CERTIFICATE

Relating to options to subscribe for shares

in Spark Networks plc




 






 









 








DATED:




BETWEEN





	1.	 	The “Company”: Spark Networks plc (registered no. 3628907) whose registered office is 73
Abbey Road, London, NW8 0AE.
	 
	2.	 	The “Option Holder”:                     , an individual.





RECITALS:





	(A)	 	The Option Holder is employed by the Company pursuant to an employment contract between the
Company and the Option Holder.
	 
	(B)	 	The Company has agreed to grant to the Option Holder an option to subscribe for Shares in the
Company pursuant to the Scheme (as defined below) and on the terms set out in this Option
Certificate.





OPERATIVE PROVISIONS:





	1.	 	Definitions and interpretation






	 	1.1	 	In this Certificate the following expressions shall have the meanings set out
below (unless the context otherwise requires):






	 	1.1.1	 	"Final Exercise Date” means the 7th anniversary of the date
of this Option Certificate;
	 
	 	1.1.2	 	"Option Price” means the price per Option Share as set out
in Clause 3, subject to variation as provided for in the Scheme;
	 
	 	1.1.3	 	"Option Shares” means            Shares, subject
to variation as provided for in the Scheme;
	 
	 	1.1.4	 	“Scheme” means the Spark Networks plc 2004 Share Option
Scheme (the current Rules of which are annexed to this Certificate), as
amended, modified or replaced from time to time;
	 
	 	1.1.5	 	"Start of Vesting” means                     .






	 	1.2	 	Words and expressions defined in the Scheme shall, unless the context
otherwise requires, have the same meanings where used in this Certificate.
	 
	 	1.3	 	Clause headings are for ease of reference only, and shall not affect the
construction of this Certificate.
	 
	 	1.4	 	References to “Clause” or “Clauses” are to a Clause or Clauses in this
Certificate.






	2.	 	Grant of Option
	 
	 	 	The Company hereby grants to the Option Holder, an option to subscribe for the Option
Shares at the Option Price, on and subject to the terms set out in this Certificate and the
Scheme.




 









 












	3.	 	Option Price
	 
	 	 	The Option Price payable by the Option Holder for the Option Shares shall be €           per Option
Share.
	 
	4.	 	Vesting & Exercising of Option






	 	4.1	 	The Option granted pursuant to this Certificate shall become exercisable as
follows:






	 	4.1.1	 	          % of the Option Shares shall vest and become exercisable at
the beginning of each three-month period following the Start of Vesting;
	 
	 	4.1.2	 	Any unvested Option Shares shall vest and become exercisable
upon the acquisition by any person or entity of      % of the Company’s then
outstanding ordinary shares (or derivative securities representing ordinary shares).






	 	4.2	 	Save as provided for in the Scheme, the Option may not be assigned, sold or
otherwise transferred.
	 
	 	4.3	 	The Option may not in any circumstances be exercised after the Final Exercise
Date.
	 
	 	4.4.	 	The Option (and all unexercised portions thereof) shall lapse on the earliest
of the following dates:






	 	4.4.1.	 	the Final Exercise Date;
	 
	 	4.4.2.	 	90 days from the Option Holder’s resignation of employment (or appointment)
with the Company (for the avoidance of doubt, no Option Shares shall vest or
become exercisable during this period);
	 
	 	4.4.3.	 	90 days from the Option Holder’s termination of employment (or appointment)
with the Company (for avoidance of doubt, no Option Shares shall vest or
become exercisable during this period) without cause;
	 
	 	4.4.4.	 	30 days from the Option Holder’s termination of employment with the Company
for any reason other than those set out in 4.4.2 or 4.4.3 above (for avoidance
of doubt, no Option Shares shall vest or become exercisable during this
period).






	5.	 	Exercise of Option






	 	5.1	 	The Option shall be exercisable in accordance with the Scheme and in
particular in accordance with the procedural requirements set out in Rule 6 of the
Scheme.
	 
	 	5.2	 	At a time when the Shares or securities convertible into shares, are dealt in
on any stock exchange, the Company shall make the requisite application to such
exchange so as to qualify the shares for trading, provided that the Company shall have
sole discretion as to whether to register the Shares for resale with the US Securities
& Exchange Commission.





 









 









	6.	 	General






	 	6.1	 	The Company will, at all times during the subsistence of the Option, keep
available sufficient authorised and unissued Shares to satisfy the exercise of the
Option to the full extent still possible, taking account of any other obligations of
the Company to issue Shares.
	 
	 	6.2	 	The Option and the rights referred to in this Certificate may be terminated
by the Company as provided for in the Scheme.
	 
	 	6.3	 	Any notice or communication to be given under this Certificate shall be in
writing and may be delivered or sent by ordinary post to the known address of the
recipient, and where a notice or a communication is so sent, it shall be deemed to
have been received by the recipient 72 hours after having been put into the post,
properly addressed and stamped first class. Any notices addressed to the Company
shall be marked for the attention of the General Counsel at its principal place of
business from time to time in the United States of America.
	 
	 	6.4	 	In the event of any inconsistency between the terms of the Scheme and this
Certificate the terms of the Scheme shall prevail.
	 
	 	6.5	 	This Certificate and the documents referred to in it constitute the entire
agreement between the parties relating to their subject matter, and supersede all
previous agreements between the parties relating to that subject matter.
	 
	 	6.6	 	The Option Holder confirms that, in agreeing to execute this Certificate, he
or she has not relied on any representation, warranty or other assurance except those
set out in this Certificate and the documents referred to in it. To the extent any
previous representation, warranty or assurance was made to the Option Holder he or she
waives all rights and remedies in respect of it. However, nothing in this Clause shall
limit or exclude liability for fraud.
	 
	 	6.7	 	Any variation or waiver of any of the terms of this Certificate shall not be
binding unless set out in writing, expressed to amend this Certificate and signed by
or on behalf of each of the parties.
	 
	 	6.8	 	This Certificate shall be governed by the laws of England and subject to the
exclusive jurisdiction of the English Courts.
	 
	 	6.9	 	A person who is not a party to this Certificate has no rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Certificate
but this does not affect any right or remedy of a third party which exists or is
available apart from that Act.





EXECUTED by the parties on the date specified at the beginning of this Agreement.




	 	 	 	 	 	 	 
	Signed:

	 	 	 	Signed:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Duly authorised officer for	 	 	 	 
	 

	 	and on behalf of Spark Networks plc