Exhibit 10.21
DAVOX CORPORATION
Incentive Stock Option Agreement
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Davox Corporation, a Delaware corporation (the "Company"), hereby grants this
((Date)) day of ((Month)), ((Year)), 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
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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
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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
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continued to be employed by the Company on the following dates, the
Employee may exercise this option in cumulative installations as
follows:
. Six months from the Commencement Date - one-eighth of the shares
. One year but less than 18 months from - an additional one-eight
the Commencement Date of the shares
. Eighteen months but less than two years - an additional one-eight
from the Commencement Date of the shares
. Two years but less than thirty months - an additional one eighth
from the Commencement Date of the shares
. Thirty months but less than three years - an additional one eighth
from the Commencement Date of the shares
. Three years but less than forty-two - an additional one eighth
months from the Commencement Date of the shares
. Forty-two months but less than four - an additional one eighth
years from the Commencement Date of the shares
. 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
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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
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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
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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
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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,
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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
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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
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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
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option imposes no obligation on the Employee to exercise it.
12. No Obligation to Continue Employment. The Company and any Related
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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
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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
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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
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the 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
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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
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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: __________________________________________________
DAVOX Corporation
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Employee
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