EXHIBIT 99.20
COMPENSATION AGREEMENT
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Agreement made as of the _______ day of ___________, 1997 by and
between Genesys Telecommunications Laboratories, Inc., a California corporation
(the "Company"), and 1~ ("Optionee").
W I T N E S S E T H
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WHEREAS, in consideration for services performed by Optionee, the
Company granted Optionee a stock option on February 28, 1997 to purchase shares
of the Company's Common Stock (the "Option") upon the terms and conditions set
forth in the documentation evidencing such Option.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. The Company and Optionee acknowledge and agree that the Option is
granted solely as compensation for services rendered the Company by Optionee and
not for any capital-raising purposes or in connection with any capital-raising
activities.
2. This agreement is intended to constitute a written compensation
contract within the meaning of Rule 405 of Regulation C of the Rules promulgated
under the Securities Act of 1933, as amended.
3. This agreement is intended solely to memorialize the agreement and
understanding which exists between Optionee and the Company concerning the grant
of the Option. Nothing herein or in the documentation evidencing the Option is
intended to provide Optionee with the right to remain in the Company's service
for any specific period, and Optionee's services may be terminated at any time
by the Company, for any reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
GENESYS TELECOMMUNICATIONS
LABORATORIES, INC.
By:
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1~ Authorized Officer