EXHIBIT 10.08
DAVOX CORPORATION
Non-Qualified Stock Option Agreement
Davox Corporation, a Delaware corporation (the "Company"), hereby grants this
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___ day of _____, 20__, to __________ (the "Employee"), an option to purchase a
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maximum of _______ shares of its Common Stock, $.10 par value, at the price of
_______ per share, on the following terms and conditions:
1. Grant Under 2000 Stock Option and Incentive Plan. This option is
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granted pursuant to and is governed by the Company's 2000 Stock Option and
Incentive Plan (the "Plan") and, unless the context otherwise requires, terms
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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
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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
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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:
Six months from the Commencement Date - one-eighth of the shares
One year but less than 18 months from the - an additional one-eighth of the
Commencement Date shares
Eighteen months but less than two years from the - an additional one-eighth of the
Commencement Date shares
Two years but less than thirty months from the - an additional one-eighth of the
Commencement Date shares
Thirty months but less than three years from the - an additional one-eighth of the
Commencement Date shares
Three years but less than forty-two months from the - an additional one-eighth of the
Commencement Date shares
Forty-two months but less than four years from the - an additional one-eighth of the
Commencement Date shares
Four years from the Commencement Date - an additional one-eighth of the
shares
For the purposes hereof, the Commencement Date shall be ___________.
Notwithstanding the vesting schedule set forth in this Article 3 and subject to
the provisions of the Plan, in the event the Employee continues to be employed
by the Company on the effective date (the "Effective Date") of:
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(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; Disability; Termination of Employment. If the Employee
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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's termination of employment results from the Employee's disability
(within the meaning of Section 22(e)(3) of the Code), no further installments of
this option shall become exercisable and this option shall terminate after the
passage of 180 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, disability or death, no further installments of this
option shall become exercisable and this option shall terminate after the
passage of 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
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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.
6. Partial Exercise. Exercise of this option up to the extent above
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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
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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,
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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
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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
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assignable except in accordance with the terms of the Plan.
11. No Obligation to Exercise Option. The grant and acceptance of this
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option imposes no obligation on the Employee to exercise it.
12. No Obligation to Continue Employment. The Company and any subsidiary
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are not by the Plan or this option obligated to continue the Employee in
employment.
13. No Rights as Stockholder until Exercise. The Employee shall have no
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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
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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 subsidiary.
15. Withholding Taxes. If the Company or any subsidiary in its discretion
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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 subsidiary may
withhold from the Employee's wages or other remuneration the appropriate amount
of tax. At the discretion of the Company or subsidiary, 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 subsidiary does not withhold an amount from the Employee's wages or
other remuneration sufficient to satisfy the withholding obligation of the
Company or subsidiary, 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
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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:__________________________________________________
DAVOX CORPORATION
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Employee
