Exhibit 10.17
Netrix Corporation
Amended and Restated
Nonstatutory Stock Option Agreement
1. Grant of Option.
---------------
This agreement evidences the grant by Netrix Corporation, a Delaware
corporation (the "Company") on August 6, 1997 to Xxxxxxx X. Xxxxx (the
"Holder"), of an option to purchase, in whole or in part, on the terms provided
herein, a total of 24,471 shares of common stock, $.05 par value per share, of
the Company ("Common Stock") (the "Shares") at $2.25 per Share, as a regrant of
certain options originally granted to the Holder on March 20, 1996. Unless
earlier terminated, this option shall expire on January 9, 1998 (the "Final
Exercise Date").
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Holder", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule.
----------------
This option will become exercisable ("vest") as to 100% of the original
number of Shares immediately upon the grant of the option (the "Grant Date").
This option shall expire upon, and will not be exercisable after, the Final
Exercise Date.
3. Exercise of Option.
------------------
(a) Form of Exercise. Each election to exercise this option shall be in
----------------
writing, signed by the Holder, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
mutually agreed upon by the Company and the Holder. The Holder may purchase less
than the number of shares covered hereby, provided that no partial exercise of
this option may be for any fractional share or for fewer than ten whole shares.
(b) Exercise Period Upon Death or Disability. If the Holder dies or
----------------------------------------
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date, this option shall be exercisable until but not after
the Final Exercise Date.
4. Nontransferability of Option.
----------------------------
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Holder, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, during the lifetime of the
Holder, this option shall be exercisable only by the Holder.
-1-
5. Provisions of the Grant.
-----------------------
The terms of this option may be amended by an instrument in writing signed
by both the Company and the Holder.
IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
NETRIX CORPORATION
Dated: August 13, 1997 By: /s/ Xxxx X. Xxxxxxx
------------------------- ----------------------------
Name: Xxxx X. Xxxxxxx
--------------------------
Title: President and CEO
-------------------------
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof.
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
-------------------------------
Address: 00000 Xxxxxxx Xxxxx
-----------------------
Xxxxx Xxxxx, XX 00000
-------------------------------
-2 -
