EXHIBIT 99.8
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
CHANGE IN CONTROL
1. No accelerated vesting of the Purchased Shares shall occur upon a
Change in Control, and the Repurchase Right shall continue to remain in full
force and effect in accordance with the provisions of the Issuance Agreement.
Accordingly, the Participant shall, over Participant's period of Service
following the Change in Control, 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 Change in Control, 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:
An INVOLUNTARY TERMINATION shall mean the termination of
Participant's Service by reason of:
(i) Participant's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) Participant's voluntary resignation following (A) a change
in Participant's position with the Corporation (or Parent or Subsidiary
employing Participant) 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.
A CHANGE IN CONTROL shall be deemed to occur in the event of a change
in ownership or control of the Corporation effected through either of the
following transactions:
(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's shareholders,
or
(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time such election or nomination was approved
by the Board.
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).
2
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__
3