exv10w2



 




Exhibit 10.2




FORRESTER RESEARCH, INC.




2006 STOCK OPTION PLAN FOR DIRECTORS






		
	1.	
    DEFINED TERMS



     
Exhibit A, which is incorporated by reference, defines the
terms used in the Plan and sets forth certain operational rules
related to those terms.






		
	2.	
    PURPOSE



     
The Plan has been established to advance the interests of the
Company by providing for the grant of Stock Options to Eligible
Directors.






		
	3.	
    ADMINISTRATION



     
The Administrator has discretionary authority, subject only to
the express provisions of the Plan, to interpret the Plan;
determine eligibility for and grant Stock Options; determine,
modify or waive the terms and conditions of any Stock Option;
prescribe forms, rules and procedures; and otherwise do all
things necessary to carry out the purposes of the Plan.
Determinations of the Administrator made under the Plan will be
conclusive and will bind all parties.






		
	4.	
    LIMITS ON AWARDS UNDER THE PLAN



     
(a) Number of Shares. A maximum of four
hundred fifty thousand (450,000) shares of Stock may be
delivered under the Plan. Shares of Stock, if any, withheld by
the Company in payment of the exercise price of a Stock Option
shall not be treated as delivered for purposes of the preceding
sentence.



     
(b) Type of Shares. Stock delivered by the
Company under the Plan may be authorized but unissued Stock or
previously issued Stock acquired by the Company. No fractional
shares of Stock will be delivered under the Plan.






		
	5.	
    ELIGIBILITY AND PARTICIPATION



     
Only Eligible Directors shall be eligible to be awarded Stock
Options under, and thereby to participate in, the Plan.






		
	6.	
    RULES APPLICABLE TO STOCK OPTIONS



     
(a) Automatic Awards






		
	 	     
    (1) Number of Stock Options; Time of Grant;
    Term. On the date of each annual meeting of stockholders
    of the Company (beginning with the annual meeting of
    stockholders at which the Plan is approved), each individual who
    is then an Eligible Director, including any Eligible Director
    elected to the Board on such date but not including any
    individual who ceases to be a member of the Board on such date,
    shall automatically be granted an Annual Award. In addition,
    each individual who first becomes an Eligible Director between
    annual meetings shall be granted an Interim Award on the date he
    or she first becomes an Eligible Director. Subject to
    Section 7 and the terms of the award, (i) each Annual
    Award shall entitle the Eligible Director to acquire
    12,500 shares of Stock, and (ii) each Interim Award
    shall entitle the Eligible Director to acquire 6,000 shares
    of Stock. Unless earlier exercised or terminated in accordance
    with the Plan, each Automatic Award shall have a term of ten
    (10) years from the date of grant.
	 
	 	     
    (2) Exercise Price. The per-share exercise
    price of each Automatic Award shall be the per-share fair market
    value of the Stock on the date of grant, as determined by the
    Administrator.



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    (3) Vesting. Unless earlier terminated and
    subject to Section 7 below, each Automatic Award shall vest
    (become exercisable) as to one quarter (25%) of the shares
    subject thereto on (a) in the case of an Interim Award, on
    the date of grant and on each of the next three anniversaries of
    that date, and (b) in the case of an Annual Award, the
    first, second, third and fourth anniversaries of the date of
    grant



     
(b) Discretionary Awards






		
	 	     
    (1) Grant. In addition to such Automatic
    Awards as may be granted pursuant to Section 6(a) above,
    the Administrator may grant Discretionary Awards to any Eligible
    Director at any time, for such number of shares as the
    Administrator may determine in its discretion.
	 
	 	     
    (2) Exercise Price; Other Terms. Each
    Discretionary Award shall be exercisable at a price per share
    determined by the Administrator in connection with the grant
    that is not less than the per-share fair market value of the
    Stock on the date of grant, as determined by the Administrator.
    Each Discretionary Award shall be subject to such vesting and
    other terms, not inconsistent with the express provisions of the
    Plan, as the Administrator may determine in its discretion.



     
(c) All Awards






		
	 	     
    (1) Transferability. A Stock Option may not
    be transferred other than by will or by the laws of descent and
    distribution and during the Eligible Director’s lifetime
    may be exercised only by the Eligible Director. Notwithstanding
    the foregoing, the Administrator in its discretion may permit
    any Eligible Director to transfer any or all of his or her Stock
    Options in a gratuitous transfer to a family member or a family
    trust, family partnership or similar entity.
	 
	 	     
    (2) Time and Manner of Exercise; Payment of Exercise
    Price. A Stock Option will not be deemed to have been
    exercised until the Administrator receives a notice of exercise
    (in form acceptable to the Administrator) signed by the
    appropriate person and accompanied by the exercise price. If the
    Stock Option is exercised by any person other than the
    Participant, the Administrator may require satisfactory evidence
    that the person exercising the Stock Option has the right to do
    so. The exercise price must be paid (i) by cash or check
    acceptable to the Administrator, or (ii) through the
    delivery of shares of Stock that have been outstanding for at
    least six months (unless the Administrator approves a shorter
    period) and that have a fair market value equal to the exercise
    price, or (iii) through a broker-assisted exercise program
    acceptable to the Administrator, or (iv) by other means
    acceptable to the Administrator, or (v) by any combination
    of the foregoing permissible forms of payment. The delivery of
    shares in payment of the exercise price under clause (ii)
    above may be accomplished either by actual delivery or by
    constructive delivery through attestation of ownership, subject
    to such rules as the Administrator may prescribe.
	 
	 	     
    (3) Termination of Service. If an Eligible
    Director ceases for any reason other than death to be a member
    of the Board, all Automatic Awards and, unless otherwise
    provided in the terms of the Award, all Discretionary Awards
    then held by the Eligible Director that are not then vested
    shall immediately terminate and all other Automatic Awards and
    Discretionary Awards then held by the Eligible Director shall
    remain exercisable for a period of three (3) months or
    until the last day of the applicable ten-year term, if earlier,
    and then (except to the extent previously exercised) shall
    immediately terminate. In the event of an Eligible
    Director’s death, except as the Administrator shall
    otherwise provide, all Automatic Awards and Discretionary Awards
    held by the Eligible Director not then exercisable shall
    terminate. All Automatic Awards and Discretionary Awards held by
    an Eligible Director or his or her permitted transferees, if
    any, immediately prior to the Eligible Director’s death, to
    the extent exercisable, (i) will remain exercisable for the
    lesser of the one-year period ending with the first anniversary
    of the Eligible Director’s death or (ii) the period
    ending on the latest date on which such Automatic Award or
    Discretionary Award could have been exercised without regard to
    this Section 6(c)(3), and will thereupon terminate.
	 
	 	     
    (4) Dividend Equivalents, Etc. The
    Administrator may provide for the payment of amounts in lieu of
    cash dividends or other cash distributions with respect to Stock
    subject to a Stock Option, subject in each case to compliance
    with the requirements of Section 409A to the extent
    applicable.



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    (5) Rights Limited. Nothing in the Plan will
    be construed as giving any Eligible Director the right to
    continued service with the Company or any rights as a
    stockholder except as to shares of Stock actually issued under
    the Plan.






		
	7.	
    EFFECT OF CERTAIN TRANSACTIONS



     
(a) Mergers, etc. Except as otherwise
provided in a Stock Option, the following provisions shall apply
in the event of a Covered Transaction:






		
	 	     
    (1) Assumption or Substitution. If the
    Covered Transaction is one in which there is an acquiring or
    surviving entity, the Administrator may provide for the
    assumption of some or all outstanding Stock Options or for the
    grant of new awards in substitution therefor by the acquiror or
    survivor or an affiliate of the acquiror or survivor to any
    Eligible Director who will continue to provide services to the
    acquiring or surviving entity.
	 
	 	     
    (2) Cash-Out of Awards. If the Covered
    Transaction is one in which holders of Stock will receive upon
    consummation a payment (whether cash, non-cash or a combination
    of the foregoing), the Administrator may provide for payment (a
    “cash-out”), with respect to some or all Awards, equal
    in the case of each affected Stock Option to the excess, if any,
    of (A) the fair market value of one share of Stock (as
    determined by the Administrator in its reasonable discretion)
    times the number of shares of Stock subject to the Stock Option,
    over (B) the aggregate exercise or purchase price, if any,
    under the Stock Option, in each case on such payment terms
    (which need not be the same as the terms of payment to holders
    of Stock) and other terms, and subject to such conditions, as
    the Administrator determines.
	 
	 	     
    (3) Acceleration of Certain Awards. If the
    Covered Transaction (whether or not there is an acquiring or
    surviving entity) is one in which there is no assumption,
    substitution or cash-out under Section 7(a)(1) above), each
    Stock Option requiring exercise will become fully exercisable,
    prior to the Covered Transaction, on a basis that gives the
    holder of the Stock Option a reasonable opportunity, as
    determined by the Administrator, following exercise of the Stock
    Option to participate as a stockholder in the Covered
    Transaction.
	 
	 	     
    (4) Termination of Awards Upon Consummation of
    Covered Transaction. Each Stock Option (unless assumed
    pursuant to Section 7(a)(1) above), will terminate upon
    consummation of the Covered Transaction.
	 
	 	     
    (5) Additional Limitations. Any share of
    Stock delivered pursuant to Section 7(a)(2) or
    Section 7(a)(3) above with respect to a Stock Option may,
    in the discretion of the Administrator, contain such
    restrictions, if any, as the Administrator deems appropriate to
    reflect any performance or other vesting conditions to which the
    Stock Option was subject.



     
(b) Change in and Distributions With Respect to
Stock






		
	 	     
    (1) Basic Adjustment Provisions. In the event
    of a stock dividend, stock split or combination of shares
    (including a reverse stock split), recapitalization or other
    change in the Company’s capital structure, the
    Administrator will make appropriate adjustments to the maximum
    number of shares specified in Section 4(a) that may be
    delivered under the Plan and to the share amounts described in
    Section 6(a)(1), and will also make appropriate adjustments
    to the number and kind of shares of stock or securities subject
    to Stock Options then outstanding or subsequently granted, any
    exercise prices relating to Stock Options and any other
    provision of Stock Options affected by such change.
	 
	 	     
    (2) Continuing Application of Plan Terms.
    References in the Plan to shares of Stock will be construed to
    include any stock or securities resulting from an adjustment
    pursuant to this Section 7.






		
	8.	
    LEGAL CONDITIONS ON DELIVERY OF STOCK



     
The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of
Stock previously delivered under the Plan until: (i) the
Company is satisfied that all legal matters in connection with
the issuance and delivery of such shares have been addressed and
resolved;



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(ii) if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the
shares to be delivered have been listed or authorized to be
listed on such exchange or system upon official notice of
issuance; and (iii) all conditions of the Award have been
satisfied or waived. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award,
such representations or agreements as counsel for the Company
may consider appropriate to avoid violation of such Act. The
Company may require that certificates evidencing Stock issued
under the Plan bear an appropriate legend reflecting any
restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending lapse of the
applicable restrictions.






		
	9.	
    AMENDMENT AND TERMINATION



     
The Administrator may at any time or times amend the Plan or any
outstanding Stock Option for any purpose which may at the time
be permitted by law, and may at any time terminate the Plan as
to any future grants of Stock Options; provided, that
except as otherwise expressly provided in the Plan the
Administrator may not, without the Eligible Director’s
consent, alter the terms of a Stock Option so as to affect
adversely the Eligible Director’s rights under the Stock
Option, unless the Administrator expressly reserved the right to
do so at the time of the Stock Option grant. Any amendments to
the Plan shall be conditioned upon stockholder approval only to
the extent, if any, such approval is required by law (including
the Code and applicable stock exchange or Nasdaq requirements),
as determined by the Administrator.






		
	10.	
    OTHER COMPENSATION ARRANGEMENTS



     
The existence of the Plan or the grant of any Stock Option will
not in any way affect the Company’s right to grant an
Eligible Director other compensation outside of the Plan.



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EXHIBIT A




Definition of Terms



     
The following terms, when used in the Plan, will have the
meanings and be subject to the provisions set forth below:



     
“Administrator”: The Compensation Committee,
except that the Compensation Committee may delegate to such
persons as it determines such ministerial tasks as it deems
appropriate. In the event of any delegation described in the
preceding sentence, the term “Administrator” shall
include the person or persons so delegated to the extent of such
delegation.



     
“Annual Award”: An Automatic Award described in
Section 6(a)(1)(i).



     
“Automatic Award”: A Stock Option described in
Section 6(a)(1).



     
“Board”: The Board of Directors of the Company.



     
“Code”: The U.S. Internal Revenue Code of
1986 as from time to time amended and in effect, or any
successor statute as from time to time in effect.



     
“Compensation Committee”: The Compensation and
Nominating Committee of the Board.



     
“Company”: Forrester Research, Inc.



     
“Covered Transaction”: Any of (i) a
consolidation, merger, or similar transaction or series of
related transactions, including a sale or other disposition of
stock, in which the Company is not the surviving corporation or
which results in the acquisition of all or substantially all of
the Company’s then outstanding common stock by a single
person or entity or by a group of persons and/or entities acting
in concert, (ii) a sale or transfer of all or substantially
all the Company’s assets, or (iii) a dissolution or
liquidation of the Company. Where a Covered Transaction involves
a tender offer that is reasonably expected to be followed by a
merger described in clause (i) (as determined by the
Administrator), the Covered Transaction shall be deemed to have
occurred upon consummation of the tender offer.



     
“Discretionary Award”: A Stock Option described
in Section 6(b)(1).



     
“Eligible Director”: A member of the Board who
is not a present or former employee of the Company or of any
subsidiary of the Company.



     
“Interim Award”: An Automatic Award described
in Section 6(a)(1)(ii).



     
“Plan”: The Forrester Research, Inc. Stock
Option Plan for Directors as from time to time amended and in
effect.



     
“Stock”: Common Stock of the Company, par value
$.01 per share.



     
“Stock Option”: An option entitling the holder
to acquire shares of Stock upon payment of the exercise price.



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