ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement dated 2 -- (the "Option
Agreement") by and between FaxSav Incorporated (the "Corporation") and 1 --
("Optionee") evidencing the stock option granted on such date to Optionee under
the terms of the Corporation's 1996 Stock Option/Stock Issuance 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 them in the Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION
1. To the extent the option is, in connection with a Corporate
Transaction, to be assumed or replaced with a comparable option in accordance
with the Option Agreements, the exercisability of the option shall not
accelerate upon the occurrence of that Corporate Transaction, and the option
shall, over Optionee's continued period of Service after the Corporate
Transaction, continue to become exercisable for the Option Shares in accordance
with the provisions of the Option Agreement. However, immediately upon an
Involuntary Termination of Optionee's Service within eighteen (18) months
following the Corporate Transaction, the exercisability of this option, to the
extent the option is at the time outstanding but not otherwise fully
exercisable, shall automatically accelerate so that the option shall immediately
become fully exercisable for all the Option Shares at the time subject to the
option and may be exercised for any or all of those shares as fully vested
shares of Common Stock at any time prior to the EARLIER of (i) the Expiration
Date or (ii) the expiration of the one (1)-year period measured from the date of
the Involuntary Termination.
2. For purposes of this Addendum, the following definitions shall be
in effect:
An INVOLUNTARY TERMINATION of Optionee's Service shall mean the
termination of Optionee's Service by reason of:
(i) Optionee's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) Optionee's voluntary resignation following (A) a change
in Optionee's position with the Corporation (or Parent or Subsidiary
employing Optionee) which materially reduces Optionee's level of
responsibility, (B) a reduction in Optionee's level of compensation
(including base salary, fringe benefits and participation in any
corporate-performance
1
based bonus or incentive programs) by more than fifteen percent (15%) or
(C) a relocation of Optionee'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 Optionee's consent.
MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee 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 Optionee or other
person in the Service of the Corporation (or any Parent or Subsidiary).
3. The provisions of Paragraph 1 of this Addendum shall govern the
period for which the option is to remain exercisable following the Involuntary
Termination of Optionee's Service within eighteen (18) months after the
Corporate Transaction and shall supersede any provisions to the contrary in the
Option Agreement.
IN WITNESS WHEREOF, FaxSav Incorporated has caused this Addendum to be
executed by its duly-authorized officer, and Optionee has executed this
Addendum, all as of the Effective Date specified below.
FAXSAV INCORPORATED
By: ________________________________________
Title: _____________________________________
_____________________________________________
1--, OPTIONEE
EFFECTIVE DATE: ________________, 199__
2.
