Chief Operating Officer Employment Agreement

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Exhibit No. 10.2


November 15, 2002


Mr. Eric N. Rubino 3400 Greene Countrie Drive Newtown Square, PA 19073


Dear Eric:


Neoware is pleased to offer you the position of Chief Operating Officer, reporting to me. In your capacity as COO, you will be responsible for Neoware's Operations, Engineering, Human Resources, Administration, and Product Marketing functions.


The base salary for this position is $7692.31 payable every two weeks, and you will be eligible for four weeks of vacation annually. Because we believe that all employees should work toward the same goals and benefit from the Company's success, Neoware will grant to you options to purchase 140,000 shares of stock in the Company with an exercise price equal to the closing price on your date of hire, as detailed herein and in your Stock Option Agreement. These will consist of a combination of ISO and non-qualified options, which are ten-year options, and will vest over four years, with twenty-five percent of the options vesting on each of the first four anniversaries subsequent to your start date. As we discussed, we expect your first date of employment to be December 9, 2002.


In addition to your base salary, you will be eligible for an executive bonus of up to $100,000 annually ...