Exhibit 10.2

# Kronos Incorporated

# Nonstatutory Stock
Option Agreement Granted Under 2002 Stock Incentive Plan

1.    
          Grant of Option.

This agreement evidences the grant by Kronos
          Incorporated, a Massachusetts corporation (the Company), on
          _____________ (the Grant Date) to __________________,
          an _________ of the Company (the Participant), of an option award
          (an Option) to purchase, in whole or in part, on the terms provided
          herein and in the Companys 2002 Stock Incentive Plan (the
          Plan), a total of___ shares (the Shares)
          of common stock, $0.01 par value per share, of the Company (Common
          Stock) at $_____ perShare. Unless earlier terminated
          pursuant to the terms hereof or the Plan, this Option shall expire on
          __________ (the original expiration date).

The Board of Directors (the Board) intends that the Option evidenced by this
agreement shall not 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 25% of the original number of
Shares on the first anniversary of the Grant Date and as to an additional 25% of the
original number of Shares at the end of each successive twelve-month period following the
first anniversary of the Grant Date until the fourth anniversary of the Grant Date, at
which time this option shall be fully vested and exercisable.

The right of exercise shall be cumulative so that to the extent this Option is not exercised
in any period to the maximum extent permissible it shall continue to be exercisable, in
whole or in part, with respect to all shares for which it is vested until the earlier of
the original expiration date or the termination of this Option under Section 3 or 4 hereof
or under the Plan.

3.    
          Exercise of Option.

This Option may be exercised by delivery to the Company of a written notice of exercise signed
by the Participant (or other proper person as provided herein or in the Plan) or by any
other form of notice (including electronic notice) approved by the Board together with
payment in full as specified in Section 5(f) of the Plan for the number of shares for
which this Option is exercised. This 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. Unless otherwise provided herein or in the Plan, this Option may not be
exercised unless the Participant, at the time of such exercise, is, and has been at all
times since the Grant Date, an employee, director or officer 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.

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4.    
          Changes in Employment Status.

(a)     
          Termination by Death. If the Participants employment or service to
          the Company or it subsidiaries terminates by reason of death, this Option to the
          extent exercisable immediately prior to date of death may be exercised by the
          legal representative or legatee of the Participant until the earlier of the
          second anniversary of the date of death or the original expiration date of this
          Option.

(b)    
          Termination by Reason of Disability. If the Participants employment
          or service to the Company or its subsidiaries terminates by reason of
          disability, this Option to the extent exercisable on the date of termination may
          be exercised by the Participant until the earlier of the first anniversary of
          the date of termination or the original expiration date of this Option.

(c)    
          Termination by Reason of Retirement. If the Participants employment
          with the Company or its subsidiaries terminates by reason of retirement, this
          Option to the extent exercisable on the date of termination may be exercised by
          the Participant until the earlier of three (3) months from the date of
          termination or the original expiration date of this Option. Notwithstanding the
          foregoing, a Participant who is at least sixty (60) years of age and has been in
          continuous employment with the Company for at least ten (10) years, will be
          entitled to additional acceleration of vesting and an extended period in which
          to exercise this Option as provided in Section 6 in the Plan.

(d)    
          Termination for Cause. If the Participants employment or service to
          the Company or its subsidiaries is terminated for cause, this Option shall
          terminate immediately; provided that the Board may, at its sole discretion,
          allow the exercise of this Option by the Participant to the extent exercisable
          on the date of termination until the earlier of one month from the date of
          termination or the original expiration date of this Option.

(e)    
          Leave of Absence. If the Participants employment is interrupted by
          reason if a leave of absence, whether paid or unpaid, this Option held by the
          Participant shall cease to vest during such leave of absence and will resume
          vesting upon the Participants return from such leave. The original
          expiration date of this Option shall in no way be affected.

(f)    
          Other Termination. Unless otherwise determined by the Board, if a
          Participants status with the Company or its subsidiaries terminates for
          any reason other than death, disability, retirement, cause or leave of absence,
          this Option to the extent exercisable on the date of termination or change of
          status may be exercised by the Participant until the earlier of three (3) months
          from the date of termination or change of status or the original expiration date
          of this Option.

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5.    
          Withholding.

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 to the Company for
payment of, any federal, state or local withholding taxes required by law to be withheld
in respect of this Option in accordance with the terms of Section 7(d) of the Plan.

6.    
          Nontransferability of Option.

Except as specified in Section 7(a) of the Plan, this Option may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant, either voluntarily or 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.

7.    
          Forfeiture.

In the event that the Participant terminates his or her employment with the Company or any of
its subsidiaries for any reason whatsoever, and within twenty four (24) months if the
Participant is employed in the fields of research and development, engineering, testing,
strategic planning or any phase of management or within twelve (12) months if the
Participant is employed in any other fields (i) accepts employment with any competitor of,
or otherwise engages in competition with, the Company or (ii) attempts directly or
indirectly to induce any employee of the Company to accept employment elsewhere, the Board
of Directors, in its sole discretion, may require the Participant to return, or (if not
received) to forfeit, to the Company the economic value of an Award which is realized or
obtained (measured at the date of exercise or vesting) by such Participant during the
twelve (12) months prior to the date of such Participants termination of employment
with the Company. In addition to the forfeiture provision specified above and the termination
provisions in the 2002 Stock Incentive Plan, the Company reserves the right to terminate (to the extent
not previously exercised) this Option if Participant's employment is terminated without the written
consent of the Company.

8.    
          Provisions of the Plan.

This Option is subject to, and shall be governed by, the provisions of the Plan, a copy of
which is furnished to the Participant with this Option.

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IN WITNESS WHEREOF, the Company has caused this Option to be executed by its duly authorized
officer.

|By: | _______________________            
|--- | -----------------------------------
|    | Mark S. Ain Chief Executive Officer



# PARTICIPANTS
ACCEPTANCE

The undersigned Participant hereby accepts this Option and agrees to the terms and conditions
of the Option, this agreement and to the terms and conditions of the Plan, pursuant to
which this Option was granted to the Participant. The undersigned Participant hereby
acknowledges receipt of a copy of the Companys 2002 Stock Incentive Plan.

| | PARTICIPANT:                                                        
| | --------------------------------------------------------------------
| | _______________________________
         Signature                  
| | _______________________________
         Name                       
| | Print Address of Participant:                                       
| | _______________________________
         Street                     
| | _______________________________
         City                       
| | _______________________________
         State       Zip/Postal Code