Exhibit (d)(8)
VOICETEK CORPORATION
1996 EQUITY INCENTIVE PLAN
FORM OF OPTION AGREEMENT
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1996 ISO-_______ ______Shares
VOICETEK CORPORATION
1996 Equity Incentive Plan
Incentive Stock Option
Voicetek Corporation, a Massachusetts corporation (the "Company"), hereby
grants to the person named below an option to purchase shares of Common Stock,
$.01 par value per share, of the Company (the "Option"), exercisable on the
following terms and conditions and those set forth on the reverse side of this
Certificate:
Name of Optionholder: ___________________________________
Address: ___________________________________
___________________________________
___________________________________
Social Security No. ___________________________________
Number of Shares: ___________________________
Option Price: ___________________________
Date of Grant: ___________________________
Exercisability Schedule: After ___________, 19__, as to __________ shares
after ____________, 19__, as to __________ additional shares,
after ____________, 19__, as to __________ additional shares,
after ____________, 19__, as to __________ additional shares.
This Option is intended to be treated as an Incentive Stock Option under
section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
By signing this Stock Option Certificate and returning one signed copy to
the Company, the Optionholder accepts the Option described herein on the terms
and conditions set forth herein.
VOICETEK CORPORATION Accepted and agreed to:
By:________________________________ ___________________________________
Optionholder
President and CEO
By:________________________________
VP of Finance
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VOICETEK CORPORATION 1996 EQUITY INCENTIVE PLAN
Incentive Stock Option Terms and Conditions
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1. Option Price. The price to be paid for each share of Common Stock upon
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exercise of the whole or any part of this Option shall be the amount set forth
as the Option Price on the face of this Certificate.
2. Exercisability Schedule. This Option may be exercised with respect to the
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aggregate number of shares set forth in the Exercisability Schedule on the face
of this Certificate at any time after the dates specified in such schedule,
provided, however, that this Option may not be exercised as to any shares after
the expiration of ten (10) years from the Date of Grant.
3. Method and Terms of Exercise. This Option may be exercised at any time and
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from time to time, subject to the limitation of Section 2 above, up to the
aggregate number of shares specified herein, but in no event for the purchase of
other than full shares. Written notice of exercise shall be delivered to the
Company specifying the number of shares with respect to which the Option is
being exercised and a date not later than fifteen (15) days after the date of
the delivery of such notice as the date on which the Optionholder will take up
and pay for such shares. On the date specified on such notice, the Company will
deliver to the Optionholder a certificate for the number of shares with respect
to which the Option is being exercised against payment therefor in cash, by
certified check or in such other form, including shares of Common Stock of the
Company valued at their Fair Market Value on the date of delivery as the
Committee may at the time of exercise approve.
4. Rights as Stockholder or Employee. The Optionholder shall not be deemed,
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for any purpose, to have any rights whatever in respect of shares to which the
Option shall not have been exercised and payment made as aforesaid. The
Optionholder shall not be deemed to have any rights to continued employment by,
or other business relationship with, the Company by virtue of the grant of this
Option.
5. Recapitalizations, Mergers, Etc. In the event that the Board in its
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discretion determines that any stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
affects the Common Stock of the Company such that adjustment is required in
order to preserve the benefits or potential benefits of this Option, the maximum
aggregate number and kind of shares or securities of the Company subject to this
Option and the exercise price of this Option shall be appropriately adjusted by
the Committee (whose determination shall be conclusive) so that the
proportionate number of shares or other securities subject to this Option and
the proportionate interest of the Optionholder shall be maintained as before the
occurrence of such event.
In the event of a consolidation or merger of the Company with another
corporation, or the sale or exchange of all or substantially all of the assets
of the Company, or a reorganization or liquidation of the Company, the
Optionholder shall be entitled to receive upon exercise and
payment in accordance with the terms of this Option the same shares, securities
or property as he would have been entitled to receive upon the occurrence of
such event if he had been, immediately prior to such event, the holder of the
number of shares of Common Stock purchasable under this Option, or if another
corporation shall be the survivor, such corporation shall substitute therefor
substantially equivalent shares, securities or property of such other
corporation; provided, however, that in lieu of the foregoing the Committee may
upon written notice to the Optionholder provide that this Option shall terminate
on a date not less than twenty (20) days after the date of such notice unless
therefore exercised. In connection with such notice, the Committee may in its
discretion accelerate or waive any deferred exercise period.
6. Option Not Transferable. This Option is not transferable by the
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Optionholder otherwise than by will or the laws of descent and distribution and
is exercisable, during the Optionholder's lifetime, only by him.
7. Exercise of Option After Termination of Employment. If the Optionholder's
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employment with (i) the Company, or (ii) a corporation (or parent or subsidiary
corporation of such corporation) having or assuming a stock option in a
transaction to which section 425(a) of the Code applies, is terminated for any
reason otherwise than by his death or disability (within the meaning of section
105(d)(4) of the Code), he may exercise the rights which he had hereunder at the
time of such termination only within three months from the date of termination.
If his employment is terminated for reason of disability, such rights may be
exercised within twelve months from the date of termination. Upon the death of
the Optionholder, those entitled to do so by the Optionholder's will or the laws
of descent and distribution shall have the right, at any time within twelve
months after the date of death, to exercise in whole or in part any rights which
were available to the Optionholder at the time of his death. This Option shall
terminate, and no rights hereunder may be exercised, after the expiration of the
applicable exercise period. Notwithstanding the foregoing provisions of this
Section 7, no rights under this Option may be exercised after the expiration of
ten (10) years from the Date of Grant.
8. Compliance with Securities Laws. It shall be a condition to the
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Optionholder's right to purchase shares of Common Stock hereunder that the
Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option shall have been duly listed,
upon official notice of issuance, upon any national securities exchange on which
the Company's Common Stock may then be listed, (b) that either (i) a
registration statement under the Securities Act of 1933, as amended, with
respect to said shares shall be in effect, or (ii) in the opinion of counsel for
the Company the proposed purchase shall be exempt from registration under said
Act and the Optionholder shall have made such undertakings and agreements with
the Company as the Company may reasonably require, and (c) that such other
steps, if any, as counsel for the Company shall deem necessary to comply with
any law, rule or regulation applicable to the issue of such shares by the
Company shall have been taken by the Company or the Optionholder, or both. The
certificates representing the shares purchased under this Option may contain
such legends as counsel for the Company shall deem necessary to comply with any
applicable law, rule or regulation.
9. Payment of Taxes. Any exercise of this Option is conditioned upon the
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payment, if the Company so requests, by the Optionholder or his heirs by will or
by the laws of descent and distribution, of all state and federal taxes imposed
upon the exercise of this Option and the issue
to the Optionholder of the shares of Common Stock covered hereby. In the Board's
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including retention of shares being purchased by the Optionholder,
valued at their Fair Market Value on the date of delivery. The Company may to
the extent permitted by law deduct any such tax obligations from any payment of
any kind otherwise due to the Optionholder.
10. Notice of Sale of Shares Required. The Optionholder agrees to notify the
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Company in writing within thirty (30) days of the disposition of one or more
shares of stock which were transferred to him previous to the exercise of this
Option if such disposition occurs within two years of the Date of Grant or
within one year after the transfer of such shares to him.
11. Plan Incorporated by Reference. The Option is issued pursuant to the terms
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of the Plan. The Certificate does not set forth all of the terms and conditions
of the Plan, which are incorporated herein by reference. Capitalized terms used
and not otherwise defined herein have the meanings given to them in the Plan.
Copies of the Plan may be obtained upon written request without charge from the
Company.
