EXHIBIT 4.2
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VTEL CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
VTEL CORPORATION, a Delaware corporation (the "Company"), hereby grants
to Optionee this Incentive Stock Option to acquire ( ) Shares pursuant to the
Plan, WHICH OPTION SHALL BE SUBJECT TO, AND HEREBY INCORPORATES BY REFERENCE,
ALL OF THE PROVISIONS OF THE PLAN; provided, however, that where the provisions
of the Plan permit the provisions of the Option to control, such provisions of
this Option shall control; and provided, further, that express references herein
to provisions of the Plan are for convenience, and inclusion or omission of such
reference(s) shall not affect the construction of the terms and provisions of
this Option.
1. EXERCISE PRICE. The Exercise Price is ($ ).
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2. EXERCISE OF OPTION. This Option shall be exercisable during
its term as follows:
(i) Right to Exercise.
(a) This Option shall be exercisable under this
paragraph 2(i)(a) that number of full Shares (less Shares
previously acquired) equal to the product of (i) the number of
Shares initially subject to this Option, and (ii) a fraction
whose numerator the number of full calendar months (not in
excess of ) of Continuous Status as an Employee or Consultant
which have elapsed between the Date of Grant and such date of
exercise, and whose denominator is , being exercisable in full
after .
(b) This Option may be exercised in whole or in part
at any time; provided, however, that where the Optionee
Separates prior to , all or any portion of such Shares
acquired which could not have been acquired on or prior to the
date of Separation through an exercise limited as provided in
paragraph 2(i)(a) ("Repurchasable Shares") shall be subject to
repurchase by the Company, upon a payment equal to the
Exercise Price, at any time within sixty (60) days immediately
following the date of such Separation. The Company shall
exercise its right to purchase Repurchasable Shares by written
notice(s) (the "Repurchase Notice") to the Optionee (or
successor). Each Repurchase Notice shall state that the
Company is exercising such right, specify the number of
Repurchasable Shares to be repurchased, and specify a closing
date (at the principal office of the Company) not less than
five (5), nor more than thirty (30), days from the date of
delivering the Repurchase Notice.
(ii) Method of Exercise. This Option shall be exercisable from
time to time by written notice from the Optionee which shall state the number of
Shares in respect of which this Option is being exercised, and which shall
contain or be accompanied by such other representations and agreements as may be
required by the Committee in accordance with the provisions of the Plan. The
written notice shall be accompanied by payment of the Exercise Price for the
Shares to be acquired.
(iii) Compliance With Law. No Shares will be issued pursuant
to the exercise of this Option unless the Company reasonably determines that
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed.
(iv) Non-Statutory Option. Notwithstanding the provisions of
the first paragraph hereof, any Shares subject to this Option which are in
excess of the limitations of Section 5(c) of the Plan (after taking into account
any previously granted Incentive Stock Option(s)) will be deemed granted under a
Non-Statutory Stock Option but will in all other respects remain subject to the
terms hereof.
3. METHOD OF PAYMENT. The Exercise Price of any Shares purchased shall
be paid in cash, by check, by delivery of other Shares having a Fair Market
Value on the date of delivery equal to the aggregate Exercise Price of the
Shares as to which this Option is being exercised by delivery of Shares or, if
permitted by the Committee in its sole discretion, with a promissory note (and
security) acceptable to the Committee, or by a combination of the above.
4. TERMINATION OF OPTION PERIOD. The unexercised portion of
this Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:
(I) thirty (30) days after the Optionee's Separation,
other than a Separation by reason of death or
Disability;
(II) one (1) year after Separation by reason of Disability;
(III) one (1) year after Separation by reason of death;
(IV) three (3) months after Optionee's death within th
period following Separation described in (i); and
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(V) the tenth (10th) anniversary of the Date of Grant.
5. EARLY DISPOSITION OF STOCK. Optionee hereby agrees that if Optionee
disposes of any Shares received under this Option either (i) within one (1) year
after the exercise date with respect to such Shares, or (ii) within 2 years
after the Date of Grant of this Option, Optionee will notify the Company in
writing within thirty (30) days after the date of such disposition.
6. NON-SOLICITATION. Without limiting the generality of any other
agreements of the parties, this Option is being issued in consideration for
Optionee's agreement that for twelve (12) months after Separation Optionee shall
not, directly or indirectly, without the prior written consent of the Company
(a) solicit or induce any employee of or consultant to the Company to leave the
employ of, or terminate the consulting relationship with, the Company or (b)
solicit or accept from any customer of the Company business which competes with
the business objectives of the Company. In the event of the breach of the
provisions of this Section 6(a) and/or (b), in addition to the Company's right
to enforce the provisions of this Section 6(a) and/or (b) to the maximum extent
permitted by law, this Option automatically shall become null and void (except
as to this Section 6) and, at the Company's sole discretion, evidenced by a
written notice delivered to the Optionee within 180 days following the first
date on which the President of the Company has actual knowledge of such a
breach, the Company may notify the Optionee that he or she shall be required to
return to the Company either (1) all Shares previously acquired through the
exercise of this Option, in exchange for the Company's payment to the Optionee
of the Exercise Price of each returned Share, (2) the portion of the proceeds of
the sale of such Shares which exceeds the Exercise Price of such Shares, or (3)
both.
DATE OF GRANT:
GRANT NUMBER:
VTEL CORPORATION
A DELAWARE CORPORATION
By:
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President
OPTIONEE ACKNOWLEDGMENT
Optionee acknowledges receipt of a copy of the Plan, which is annexed
hereto as Exhibit A. Optionee represents that Optionee has read the terms and
provisions of the Plan and this Option, and accepts this Option subject to all
of such terms and provisions.
By:
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Optionee
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