Nonqualified Stock Option Agreement between BindView Corporation and Peter T. Dameris

Summary

This agreement grants Peter T. Dameris, a director of BindView Corporation, the option to purchase up to 100,000 shares of BindView's common stock at a price of $0.95 per share. The options vest over four years, with one-fourth vesting after the first year and the remainder vesting in equal installments every three months. The options expire ten years from the grant date unless terminated earlier under the plan's terms. The agreement outlines the process for exercising the options and is governed by the company's 1998 Non-Employee Director Stock Option Plan.

EX-10.2 3 h01264exv10w2.txt INDEMNIFICATION AGREEMENT - PETER T. DAMERIS EXHIBIT 10.2 NONQUALIFIED STOCK OPTION AGREEMENT (U.S.) - ---------------------------------------------------------------------- OPTIONEE NAME: Peter T. Dameris - ---------------------------------------------------------------------- OPTIONEE 2323 Seyborn St. ADDRESS: Houston, Texas 77027 - ---------------------------------------------------------------------- NUMBER OF SHARES: 100,000 - ---------------------------------------------------------------------- GRANT DATE: August 15, 2002 - ---------------------------------------------------------------------- PLAN: BindView Development Corporation 1998 Non-Employee Director Stock Option Plan (as amended through February 21, 2002) - ---------------------------------------------------------------------- EXPIRATION DATE: Grant Date plus ten (10) years - ---------------------------------------------------------------------- STRIKE PRICE: $0.95 - ---------------------------------------------------------------------- VESTING SCHEDULE (FOUR-YEAR VESTING) NO. OF SHARES EVENT DATE VESTED - ---------------------------------------------------------------------- VESTING August 15, 2002 None START DATE: - ---------------------------------------------------------------------- First Vesting Date August 15, 2003 one-fourth (1/4) of the full number of Shares - ---------------------------------------------------------------------- Subsequent vesting each three (3) an additional dates months after the one-sixteenth (1/16) First Vesting Date of the full number of Shares, until vested as to 100% of the Shares - ---------------------------------------------------------------------- BindView Corporation ("BINDVIEW" or "US") hereby grants to the Optionee identified above ("YOU"), as a director of BindView, the option to purchase from BindView up to but not exceeding in the aggregate the number of shares of common stock, no par value per share, of BindView (the "SHARES") at the "STRIKE PRICE" per share, as set forth above. Because such option covers multiple Shares, it is referred to herein in plural form as the "OPTIONS." The grant of the Options is subject to the terms and conditions of this "AGREEMENT" and to the terms and conditions of the above "PLAN," as amended by our Board of Directors ("BOARD") from time to time, which is incorporated herein by reference, and a copy of which will be provided to you upon request. All Section references are to sections of this Agreement except as otherwise indicated. [BindView Corporation is a registered assumed name of BindView Development Corporation.] 1. As provided in the Plan, the Options shall be for a term commencing on the "GRANT DATE" and ending on the "EXPIRATION DATE," each as set forth above, unless the Options are terminated earlier in accordance with the Plan. 2.Except as otherwise provided in the Plan, the Options shall vest and become exercisable as provided in the "VESTING SCHEDULE" above. 3. The Options are a nonqualified stock option that are not intended to be governed by Section 422 of the Internal Revenue Code of 1986, as amended. 4. You are entitled to exercise the Options only as to all or any part of the Shares as to which the Options have vested. To exercise any of the Options, you shall give us written notice as required by the Plan, which notice shall comply with Section 5 of this Agreement, and you shall also obtain written confirmation of receipt. 5. All notices required or permitted under this Agreement must be in writing and shall be effective upon receipt. Notices sent by certified mail, if refused, shall be effective three business days after the date of mailing. Notices to us shall be addressed to the attention of our vice president for human resources at our then-current principal operating office. Notices to you may be addressed to your home address as indicated in our then-current records. Executed to be effective as of the Grant Date. BINDVIEW CORPORATION, BY: /s/ Eric J. Pulaski - ------------------- Eric J. Pulaski Chairman, President & Chief Executive Officer 9/12/02 - ------------------- Date The Option has been accepted by the above-named Optionee, subject to the terms and provisions of the Plan and of this Agreement, by which the Optionee agrees to be bound /s/ Peter T. Dameris - -------------------- Peter T. Dameris 9/11/02 - -------------------- Date