Exhibit 10.06
DAVOX CORPORATION
Non-Qualified Stock Option Agreement
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Davox Corporation, a Delaware corporation (the "Company"), hereby grants this
___ day of _____________, _______, to ((Name)) (the "Employee"), an option to
purchase a maximum of ((Shares)) shares of its Common Stock, $.10 par value, at
the price of ((Price)) per share, on the following terms and conditions:
1. Grant Under 1996 Stock Plan. This option is granted pursuant
to and is governed by the Company's 1996 Stock Plan (the
"Plan") and, unless the context otherwise requires, terms used
herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to
the Plan shall be governed by the Plan as it exists on this
date.
2. Grant as Non-Qualified Stock Option; Other Options. This
option shall be treated for federal income tax purposes as a
Non-Qualified Option (rather than an incentive stock option).
This option is in addition to any other options heretofore or
hereafter granted to the Employee by the Company, but a
duplicate original of this instrument shall not effect the
grant of another option.
3. Extent of Option if Employment Continues. If the Employee has
continued to be employed by the Company on the following
dates, the Employee may, subject to Article 2, exercise this
option in cumulative installations as follows:
o Six months from the Commencement Date - one-eighth of the shares
o One year but less than 18 months from - an additional one-eighth of
the Commencement Date the shares
o Eighteen months but less than two years - an additional one-eighth of
from the Commencement Date the shares
o Two years but less than thirty months - an additional one-eighth of
from the Commencement Date the shares
o Thirty months but less than three years - an additional one-eighth of
from the Commencement Date the shares
o Three years but less than forty-two months - an additional one-eighth of
from the Commencement Date the shares
o Forty-two months but less than four years - an additional one-eighth of
from the Commencement Date the shares
o Four years from the Commencement Date - an additional one-eighth of
the shares
For the purposes hereof, the Commencement Date shall be((Effective_Date))
Notwithstanding the vesting schedule set forth in this Article 3 and subject to
the provisions of paragraph 8 (D) of the Plan, in the event the Employee
continues to be employed by the Company on the effective date (the "Effective
Date") of:
(a) a change in control of the Company, pursuant to a sale,
merger, consolidation, reorganization, combination,
recapitalization or similar transaction, or pursuant to a
transaction or series of transactions in which the holders of
the then outstanding equity securities of the Company, after
such transactions, shall hold less than 50% of the surviving
entity; or
(b) a sale by the Company of all or substantially all of its
assets,
then the option shall be immediately and automatically accelerated with respect
to the total number of shares of Common Stock subject to the option which have
not previously vested pursuant to the terms of this Article 3.
The foregoing rights are cumulative and, while the Employee continues to be
employed by the Company, may be exercised up to and including the date which is
ten years from the date this option is granted. All of the foregoing rights are
subject to Articles 4 and 5, as appropriate, if the Employee ceases to be
employed by the Company or dies while in the employ of the Company.
4. Retirement; Termination of Employment. If the Employee retires
from employment with the Company, no further installments of
this option shall become exercisable and this option shall
terminate after the passage of 90 days from the date
employment ceases, but in no event later than the scheduled
expiration date. In such a case, the Employee's only rights
hereunder shall be those which are properly exercised before
the termination of this option. If the Employee ceases to be
employed by the Company, other than by reason of retirement or
death, no further installments of this option shall become
exercisable and this option shall terminate after the passage
of thirty (30) days from the date employment ceases, but in no
event later than the scheduled expiration date. In such a
case, the Employee's only rights hereunder shall be those
which are properly exercised before the termination of this
option.
5. Death. If the Employee dies while in the employ of the
Company, this option may be exercised, to the extent of the
number of shares with respect to which the Employee could have
exercised it on the date of his death, by his estate, personal
representative or beneficiary to whom this option has been
assigned pursuant to Article 10, at any time within 180 days
after the date of death, but not later than the scheduled
expiration date.
At the expiration of such 180-day period or the scheduled
expiration date, whichever is the earlier, this option shall
terminate and the only rights hereunder shall be those as to
which the option was properly exercised before such
termination.
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6. Partial Exercise. Exercise of this option up to the extent
above stated may be made in part at any time and from time
to time within the above limits, except that this option may
not be exercised for a fraction of a share unless such
exercise is with respect to the final installment of stock
subject to this option and a fractional share (or cash in
lieu thereof) must be issued to permit the Employee to
exercise completely such final installment.
7. Payment of Price. The option price is payable in United States
dollars and may be paid in cash or by check in the amount
equal to the option price.
8. Agreement to Purchase for Investment. By acceptance of this
option, the Employee agrees that a purchase of shares under
this option will not be made with a view to their
distribution, as that term is used in the Securities Act of
1933, as amended, unless in the opinion of counsel to the
Company such distribution is in compliance with or exempt from
the registration and prospectus requirements of that Act, and
the Employee agrees to sign a certificate to such effect at
the time of exercising this option and agrees that the
certificate for the shares so purchased may be inscribed with
a legend to ensure compliance with that Act.
9. Method of Exercising Option. Subject to the terms and
conditions of this Agreement, this option may be exercised
by written notice to the Company, at the principal executive
office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the
election to exercise this option and the number of shares in
respect of which it is being exercised and shall be signed
by the person or persons so exercising this option. Such
notice shall be accompanied by payment of the full purchase
price of such shares, and the Company shall deliver a
certificate or certificates representing such shares as soon
as practicable after the notice shall be received. The
certificate or certificates for the shares as to which this
option shall have been so exercised shall be registered in
the name of the person or persons so exercising this option
(or, if this option shall be exercised by the Employee and
if the Employee shall so request in the notice exercising
this option, shall be registered in the name of the Employee
and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. In
the event this option shall be exercised, pursuant to
Article 5 hereof, by any person or persons other than the
Employee, such notice shall be accompanied by appropriate
proof of the right of such person or persons to exercise
this option. All shares that shall be purchased upon the
exercise of this option as provided herein shall be fully
paid and non-assessable.
10. Option Not Transferable. This option is not transferable or
assignable except by will or by the laws of descent and
distribution. During the Employee's lifetime only the Employee
can exercise this option.
11. No Obligation to Exercise Option. The grant and acceptance of
this option imposes no obligation on the Employee to exercise
it.
12. No Obligation to Continue Employment. The Company and any
Related Corporations are not by the Plan or this option
obligated to continue the Employee in employment.
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13. No Rights as Stockholder until Exercise. The Employee shall
have no rights as a stockholder with respect to shares subject
to this Agreement until a stock certificate therefor has been
issued to the Employee and is fully paid for. Except as is
expressly provided in the Plan with respect to certain changes
in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date
is prior to the date such stock certificate is issued.
14. Capital Changes and Business Successions. It is the purpose
of this option to encourage the Employee to work for the
best interests of the Company and its stockholders. Since,
for example, that might require the issuance of a stock
dividend or a merger with another corporation, the purpose
of this option would not be served if such a stock dividend,
merger or similar occurrence would cause the Employee's
rights hereunder to be diluted or terminated and thus be
contrary to the Employee's interest. The Plan contains
extensive provisions designed to preserve options at full
value in a number of contingencies. Therefore, provisions in
the Plan for adjustment with respect to stock subject to
options and the related provisions with respect to
successors to the business of the Company are hereby made
applicable hereunder and are incorporated herein by
reference. In particular, without affecting the generality
of the foregoing, it is understood that for the purposes of
Articles 3 through 5 hereof, both inclusive, employment by
the Company includes employment by a Related Corporation as
defined in the Plan.
15. Withholding Taxes. If the Company or any Related Corporation
in its discretion determines that it is obligated to
withhold any tax in connection with the exercise of this
option, or in connection with the transfer of, or the lapse
of restrictions on, any Common Stock or other property
acquired pursuant to this option, the Employee hereby agrees
that the Company or any Related Corporation may withhold
from the Employee's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company
or Related Corporation, the amount required to be withheld
may be withheld in cash from such wages or other
remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Employee on exercise
of this option. The Employee further agrees that, if the
Company or Related Corporation does not withhold an amount
from the Employee's wages or other remuneration sufficient
to satisfy the withholding obligation of the Company or
Related Corporation, the Employee will make reimbursement on
demand, in cash, for the amount underwithheld.
16. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the internal laws of Delaware.
IN WITNESS WHEREOF the Company and the Employee have caused this instrument to
be executed, and the Employee whose signature appears below acknowledges receipt
of a copy of the Plan and acceptance of an original copy of this Agreement.
By:
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DAVOX Corporation
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Employee
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