EXHIBIT 4.2 [GENESYS TELECOMMUNICATIONS LAB LOGO APPEARS HERE] G E N E S Y S SEE REVERSE FOR ??? DOCUMENTS RELATING THIS CERTIFICATE IS TRANSFERABLE TO RIGHTS, PREDICTIONS??? IN BOSTON, MA OR NEW YORK, NY ?????? AND RESTRICTIONS, IF ANY INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA CUSIP 371931 10 6 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF ________________ GENESYS TELECOMMUNICATIONS LABORATORIES, INC. _________________ Transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: GENESYS TELECOMMUNICATIONS LABORATORIES INCORPORATED OCTOBER 11, 1990 /s/ Signature CALIFORNIA /s/ Signature SECRETARY PRESIDENT COUNTERSIGNED AND REGISTERED: THE FIRST NATIONAL BANK OF BOSTON TRANSFER AGENT AND REGISTRAR BY /s/ Signature AUTHORIZED SIGNATURE _____________________________________________________ AMERICAN BANK NOTE COMPANY MAY 8, 1997 fm 3504 ATLANTIC AVENUE SUITE 12 LONG BEACH, CA 90807 050402fc (562) 989-2333 (FAX) (562) 426-7460 7B Proof NEW ______________________________________________________ A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares and upon the holders thereof as established, from time to time, by the Articles of Incorporation of the Corporation and by any certificate of determination, and the number of shares constituting each class and series and the designations thereof, may be obtained by the holder hereof upon written request and without charge from the Secretary of the Corporation at its corporate headquarters. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the committee JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT--..........Custodian.......... (Cust) (Minor) under Uniform Gifts to Minors Act ......................... (State) UNIF TRP MIN ACT-- ..........Custodian (until age ..........) .................... under Uniform Transform (Minor) to Minors Act ........................... (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED. ________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ****************************** * * ****************************** ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated _______________________ X ___________________________________________ X ___________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE PAGE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATIONS OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By_____________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17ad-1A _____________________________________________________ AMERICAN BANK NOTE COMPANY MAY 8, 1997 fm 3504 ATLANTIC AVENUE SUITE 12 LONG BEACH, CA 90807 050402bk (562) 989_2333 (FAX) (562) 426_7450 Proof NEW ______________________________________________________