Exhibit 10.05
DAVOX CORPORATION
Incentive Stock Option Agreement
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Davox Corporation, a Delaware corporation (the "Company"), hereby grants this XX
day of XX, 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. The Corporation has approved the Davox Corporation 1996
Stock Option Plan, as it may be amended from time to time,
(the Plan).
It is the intent of this agreement that such stock options are
granted unconditionally, to be Incentive Stock Options under
the Plan, if the Plan is approved by the Stockholders of the
Company, but that such options should nonetheless remain in
full force and effect and shall be deemed to be non-qualified
stock options under the Plan in the event that the Plan is not
approved by the Stockholders of the Company.
2. Grant as Incentive Stock Option; Other Options. Subject to the
provisions of Section 1, this option is intended to qualify as
an "incentive stock option" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). 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 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 accelerated vesting provisions set forth above shall automatically be
deferred to subsequent calendar years, as required, in the event and to the
extent such provisions shall be in violation of paragraph 8 (D) of the Plan.
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.
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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.
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.
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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.
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
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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. Early Disposition. The Employee agrees to notify the Company
of any disposition of any shares of Common Stock acquired on
the exercise of this option within the two-year period
beginning on the date of grant or within one year after the
date of the transfer of such shares to the Employee. The
Employee also agrees to provide the Company with any
information which it shall request concerning any such
disposition. Employees who receive incentive stock options
will be disqualified under Section 422A of the Code from
receiving the favorable income tax treatment otherwise
available with respect to the exercise of such an option if
they dispose of the stock received on exercise of the option
within either of the one or two-year periods described in the
preceding sentence.
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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