Exhibit 10.22
DAVOX CORPORATION
Non-Qualified Stock Option Agreement
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for 2001 Stock Option Plan
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Davox Corporation, a Delaware corporation (the "Company"), hereby grants
this ____ of ____________, ______ to ________________ (the "Optionee"), an
option to purchase a maximum of ________ shares of its Common Stock, $.10 par
value (the "Option Shares"), at the price of $______ per share, on the following
terms and conditions:
1. Grant Under 2001 Stock Option Plan. This option is granted pursuant to
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and is governed by the Company's 2001 Stock Option 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. In the event of
any conflict between this Agreement and the provisions of the Plan, the Plan
shall govern.
2. Grant as Non-Qualified Option; Other Options. This option is intended
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to be a non-qualified option (rather than an incentive stock option), and the
Board of Directors intends to take appropriate action, if necessary, to achieve
this result. This option is in addition to any other options heretofore or
hereafter granted to the Optionee by the Company, but a duplicate original of
this instrument shall not effect the grant of another option.
3. Extent of Option if Service as a Director Continues.
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(a) If the Optionee has continuously served as a member of the Board of
Directors through the following dates, the Optionee may exercise this option for
the number of shares set opposite the applicable date:
Cumulative Number of Shares
for which Option is Exercisable Date of Vesting
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1/4 of total Option Shares One year after date of option grant
1/2 of total Option Shares Two years after date of option grant
3/4 of total Option Shares Three years after date of option grant
100% of total Option Shares Four years after date of option grant
The foregoing rights are cumulative.
(b) While the Optionee continues to serve as a member of the Board of
Directors, the rights under Article 3(a) hereof, as applicable, may be exercised
up to and including the date which is five (5) years from the date this option
is granted. All of the foregoing rights are subject to Article 4 hereof, as
appropriate, if the Optionee ceases to serve as a member of the Board of
Directors or dies or becomes disabled while serving as a member of the Board of
Directors.
4. Termination of Option Rights.
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(a) In the event the Optionee ceases to be a member of the Board of
Directors of the Company for any reason other than death or permanent
disability, the then unexercised portion of this Option shall, to the extent not
then vested, immediately terminate and become void; the portion of this Option
then vested but which has not been exercised at the time the Optionee so ceases
to be a member of the Board of Directors may be exercised, to the extent then
vested, by the Optionee within ten (10) days of the date of the Optionee ceases
to be a member of the Board of Directors of the Company, but in no event later
than the expiration date of the option.
(b) In the event that the Optionee ceases to be a member of the Board
of Directors of the Company by reason of his permanent disability or death, any
option granted to the Optionee may be exercised, to the extent of the number of
shares with respect to which the Optionee could have exercised it on the date of
such disability or death (by the Optionee's personal representative, heir or
legatee, in the event of death) during the period ending one hundred eighty
(180) days after the date the Optionee so ceases to be a member of the Board of
Directors, but in no event later than the expiration date of the option.
5. 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 and within any limits established by the Plan, 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 Optionee
to exercise completely such final installment. Any fractional share with
respect to which an installment of this Option cannot be exercised because of
the limitation contained in the preceding sentence shall remain subject to this
Option and shall be available for later purchase by the Optionee in accordance
with the terms hereof.
6. Payment of Price. The option price is payable in United States dollars
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and may be paid: (a) in cash or by check, or any combination of the foregoing,
equal in amount to the option price; or (b) in the discretion of the Board of
Directors, in cash, by check, by delivery of shares of the Company's Common
Stock having a fair market value (as determined by the Board of Directors) equal
as of the date of exercise to the option price, or by any combination of the
foregoing, equal in amount to the option price.
7. Agreement to Purchase for Investment. By acceptance of this option,
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the Optionee 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 Optionee 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.
8. 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,
addressed to the Treasurer, at the principal executive office of the Company.
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 or its
transfer agent 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 Optionee
and if the Optionee shall so request in the notice exercising this option, shall
be registered in the name of the Optionee 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 4 hereof, by any person or persons other
than the Optionee, 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.
9. Option Not Transferable. This option is not transferable or assignable
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except by will or by the laws of descent and distribution. During the
Optionee's lifetime only the Optionee can exercise this option.
10. No Obligation to Exercise Option. The grant and acceptance of this
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option imposes no obligation on the Optionee to exercise it.
11. No Rights as Stockholder until Exercise. The Optionee shall have no
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rights as a stockholder with respect to any of the Option Shares until a stock
certificate therefor has been issued to the Optionee 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.
12. Capital Changes and Business Successions. It is the purpose of this
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option to encourage the Optionee 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 the Optionee's rights hereunder to be diluted or terminated and thus be
contrary to the Optionee'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.
13. Withholding Taxes. The Optionee hereby agrees that the Company may
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withhold from the Optionee's wages or other remuneration the appropriate amount
of federal, state and local taxes attributable to the Optionee's exercise of any
installment of this Option. At the Company's discretion, the amount required to
be withheld may be withheld in cash from such wages or other remuneration, or in
kind from the Common Stock otherwise deliverable to the Optionee on exercise of
this option. The Optionee further agrees that, if the Company does not withhold
an amount from the Optionee's wages or other remuneration sufficient to satisfy
the Company's withholding obligation, the Optionee will reimburse the Company on
demand, in cash, for the amount underwithheld.
14. Governing Law. This Agreement shall be governed by and interpreted in
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accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF the Company and the Optionee have caused this instrument
to be executed, and the Optionee whose signature appears below acknowledges
receipt of a copy of the Plan and acceptance of an original copy of this
Agreement.
DAVOX CORPORATION
By:____________________________
Title:_________________________
_______________________________
Optionee