Form of Replacement Stock Option Agreement



 Exhibit 10.2 
 Critical Path, Inc. 
 AMENDED AND RESTATED 
 1998 STOCK PLAN 
 NONSTATUTORY STOCK OPTION AGREEMENT 
 [SEE NOTICE OF GRANT FOR VESTING SCHEDULE] 
 All capitalized
terms used herein and not otherwise defined shall have the meanings assigned to them in the Amended and Restated 1998 Stock Plan. 
 Nonstatutory Stock
Option: This Option to purchase shares of common stock of Critical Path, Inc. is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. 
 Vesting: This Option becomes exercisable or vests in installments. Beginning on the Vesting Commencement Date, the Option will vest over a two or three year
period (see Notice of Grant for specific vesting schedule) subject to acceleration in accordance with the vesting schedule below: 
  

			
		  	Portion of Shares Vested
		
	On the Vesting Commencement Date:	  	  1/2 or  1/4 as specified in Notice of Grant Agreement

		
	For each additional month of employment with the Company thereafter:	  	 equal monthly installments over two or three years

		
	On the second or third anniversary of the Vesting Commencement Date	  	 100%



 Your vesting will cease in the event that your Service (as defined in the Amended and Restated 1998 Stock
Plan) terminates for any reason. Your Service shall cease when you cease to be actively employed by, or a consultant or advisor to, the Company. The Company determines when your Service terminates for this purpose. 
 Term: Your Option will expire in any event at the close of business at Company headquarters on the date before the 7th anniversary of the Date of Grant as shown on Notice of Grant hereto, unless varied by amendment to this Agreement. (It will expire earlier if your Service
with the Company terminates, as described below.) 
 Regular Termination: If your Service terminates for any reason except Death or Disability, then
your Option will expire at the close of business at Company headquarters on the 90th day after your termination
date. The Company determines when your Service terminates for this purpose. 







 Death: In the event of your Death during the period of your Service to the Company, your Option will expire at the
close of business at Company headquarters on the date six months after the date of Death. During the six-month period, your estate or heirs may exercise your Option. 
 Disability: If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date six months after your termination date. 

Leaves of Absence: For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in
writing, if the terms of such leave provide for continued service crediting, or when continued service crediting is required by applicable law. Your Service, and consequently the vesting of this Option, shall terminate if you fail to return to
active employment as agreed. If you go on a leave of absence, then the vesting schedule specified in the Notice of Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence
working on a part-time basis, then the vesting schedule specified in the Notice of Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your
part-time schedule. 
 Restrictions on Exercise: The Company will not permit you to exercise this Option if the issuance of Shares at that time would
violate any law or regulation. 
 Notice of Exercise: When you wish to exercise this Option, you must notify the Company by filing the proper
“Notice of Exercise” found on the Company’s intranet and sending it to the address listed on the form. Your Notice must specify the number of Shares you wish to purchase and how your Shares should be registered (i.e., in your name
only or as joint tenant with a spouse). This Notice will be effective when received by the Company. If someone else wants to exercise this Option after your Death, that person must provide credible evidence to the Company’s satisfaction that he
or she is entitled to do so. 
 Form of Payment: When you submit your Notice of Exercise, you must include payment of the option price of the Shares
you are purchasing. Payment may be made in one (or a combination) of the following ways: 
  

	 	•	 	Your personal check, cashier’s check or a money order. 

  

	 	•	 	By the delivery of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the proceeds to Company in payment of the aggregate purchase price
(e.g., cashless exercise). (Note: you must set up an account with the broker in order to accomplish these types of sales; consult your broker for details.) 

 Withholding Taxes: You will not be allowed to exercise this Option unless you make acceptable arrangements for the payment of withholding and other taxes that may be due as a result of the option exercise
and/or sale of the Shares. 
 Restrictions on Resale: By signing the Agreement, you agree not to sell any option Shares at a time when applicable
laws, regulations or Company trading policies prohibit sales (including the Company Insider Trading Policy, a copy of which can be found on the Company intranet). You 

  

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represent and agree that the Shares to be acquired upon exercise of the Option will be acquired for investment, and not with a view to the resale or
distribution thereof. 
 Transfer of Option: Prior to your Death, only you may exercise this Option. You cannot transfer or assign this Option to any
third party. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, the Option shall immediately be rendered invalid. You may, however, dispose of this Option in a will. Regardless of
any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in the Option in any way. 

No Retention Rights: Neither this Option nor this Agreement gives you the right to be retained in your employment by the Company in any capacity. The Company
reserves the right to terminate your Service at any time and for any reason. 
 Shareholder Rights: You, or your estate or heirs, have no right as a
shareholder of the Company until a certificate for your option Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs prior to the exercise of your Option and issuance of your Shares.

 Adjustments: In the event of a stock split, a stock dividend or other similar change in the Company’s stock, the number of Shares covered by
this Option and the exercise price per share may be adjusted pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.

 Legends: Your stock certificates representing the Shares may be endorsed with all applicable legends. 
 Applicable Law: This Agreement will be interpreted and enforced under the laws of the State of California. 
 The Amended and Restated 1998 Stock Plan and Other Agreements: The text of the Amended and Restated 1998 Stock Plan is incorporated by reference into this
Agreement. This Agreement and the 1998 Amended and Restated Stock Plan constitute the entire understanding of the parties between you and the Company regarding this Option. Any prior agreements, understanding, commitments, or negotiations, whether
oral or written, regarding this Option are hereby superseded. 
 You further agree that the Company may deliver by email all documents relating to the Plan
or this Option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports
and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it
will notify you by email. 
 By signing this Agreement on the Notice of Grant, you agree to all of the terms and conditions contained herein and in the
Amended and Restated 1998 Stock Plan. 
  

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