EXHIBIT 99.9
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement dated _________________
(the "Issuance Agreement") by and between Genesys Telecommunications
Laboratories, Inc. (the "Corporation") and __________________ ("Participant")
evidencing the stock issuance on such date to Participant under the terms of the
Corporation's 1997 Stock Incentive Plan, and such provisions shall be effective
immediately. All capitalized terms in this Addendum, to the extent not
otherwise defined herein, shall have the meanings assigned to such terms in the
Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION
1. To the extent the Repurchase Right is assigned to the successor
entity (or parent company) in connection with a Corporate Transaction, no
accelerated vesting of the Purchased Shares shall occur upon such Corporate
Transaction, and the Repurchase Right shall continue to remain in full force and
effect in accordance with the provisions of the Issuance Agreement. The
Participant shall, over Participant's period of Service following the Corporate
Transaction, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.
2. Immediately upon an Involuntary Termination of Participant's
Service within eighteen (18) months following the Corporate Transaction, the
Repurchase Right shall terminate automatically and all the Purchased Shares
shall vest in full.
3. For purposes of this Addendum, the following definitions shall be
in effect:
(i) CORPORATE TRANSACTION shall mean either of
---------------------
the following shareholder-approved transactions:
(A) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting power
of the Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately
prior to such transaction, or
(B) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.
(ii) An INVOLUNTARY TERMINATION shall mean the termination of
Participant's Service by reason of:
(A) Participant's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(B) Participant's voluntary resignation following (A) a
change in Participant's position with the Corporation which materially
reduces Participant's level of responsibility, (B) a reduction in
Participant's level of compensation (including base salary, fringe benefits
and participation in any corporate-performance based bonus or incentive
programs) by more than fifteen percent (15%) or (C) a relocation of
Participant's place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected by the
Corporation without Participant's consent.
(iii) MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by the Participant of confidential information or trade secrets
of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by the Participant adversely affecting the business or affairs
of the Corporation (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider
as grounds for the dismissal or discharge of the Participant or other
person in the Service of the Corporation (or any Parent or Subsidiary).
IN WITNESS WHEREOF, Genesys Telecommunications Laboratories, Inc. has
caused this Addendum to be executed by its duly-authorized officer as of the
Effective Date specified below.
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
By: _________________________
Title: _________________________
EFFECTIVE DATE: _________________, 199__
2
