EXHIBIT 99.4
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: 1
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 30th day of
December, 1997 by Genesys Telecommunications Laboratories, Inc., a California
corporation ("Genesys").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Forte Advanced
Management Software, Inc., a California corporation ("Forte"), which were
granted to Optionee under the Forte 1996 Stock Plan (the "Plan"), and are
evidenced by a Stock Option Agreement (the "Option Agreement") between Forte and
Optionee.
WHEREAS, Forte has this day been acquired by Genesys through merger of
a wholly-owned Genesys subsidiary ("Acquisition Corporation") with and into
Forte (the "Merger") pursuant to the Agreement of Merger and Reorganization
dated as of December 30, 1997 by and among Genesys, Forte, Acquisition
Corporation and certain shareholders of Forte (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Genesys to
assume all obligations of Forte under all options outstanding under the Plan at
the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio in effect for the Merger is 0.195086 of a share of Genesys common
stock ("Genesys Stock") for each outstanding share of Forte common stock (the
"Exchange Ratio").
WHEREAS, this Agreement is to become effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options under the Plan which have become
necessary by reason of the assumption of those options by Genesys in connection
with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The stock options held by Optionee under the Plan immediately
prior to the Effective Time (the "Forte Options") and the exercise price payable
per share are set forth in Exhibit A hereto. Genesys hereby assumes, as of the
Effective Time, all the duties and obligations of Forte under each of the Forte
Options. In connection with such assumption, the number of shares of Genesys
Stock purchasable under each Forte Option hereby assumed and the exercise price
payable thereunder have been adjusted to reflect the Exchange Ratio at which
shares of Forte common stock ("Forte Stock") were converted into shares of
Genesys Stock in consummation of the Merger. Accordingly, the number of shares
of Genesys Stock subject to
each Forte Option hereby assumed shall be as specified for that option in
attached Exhibit B, and the adjusted exercise price payable per share of Genesys
Stock under the assumed Forte Option shall be as indicated for that option in
attached Exhibit B.
2. The intent of the foregoing adjustments to each assumed Forte
Option is to assure that the spread between the aggregate fair market value of
the shares of Genesys Stock purchasable under each such option and the aggregate
exercise price as adjusted pursuant to this agreement will, immediately after
the consummation of the Merger, equal the spread which existed, immediately
prior to the Merger, between the then aggregate fair market value of the Forte
Stock subject to the Forte Option and the aggregate exercise price in effect at
such time under the Option Agreement. Such adjustments are also designed to
preserve, immediately after the Merger, on a per share basis, the same ratio of
exercise price per option share to fair market value per share which existed
under the Forte Option immediately prior to the Merger.
3. The following provisions shall govern each Forte Option hereby
assumed by Genesys:
(a) Unless the context otherwise requires, all references to
the "Company" in each Option Agreement and in the Plans (as
incorporated into such Option Agreement) shall mean Genesys, all
references to "common stock" shall mean shares of Genesys Stock, and
all references to the "Board of Directors" or the "Committee" shall
mean the Board of Directors of Genesys or the Compensation Committee
of such Board.
(b) The grant date and the expiration date of each assumed
Forte Option and all other provisions which govern either the
exercisability or the termination of the assumed Forte Option shall
remain the same as set forth in the Option Agreement applicable to
that option and shall accordingly govern and control Optionee's rights
under this Agreement to purchase Genesys Stock.
(c) The minimum exercise requirement under each assumed
Forte Option shall be adjusted in accordance with the Exchange Ratio.
However, such requirement shall not be applicable to the extent the
assumed Forte Option is exercised for the total number of shares of
Genesys Stock at the time purchasable thereunder.
(d) Each assumed Forte Option shall remain exercisable in
accordance with the same installment exercise schedule in effect under
the applicable Option Agreement immediately prior to the Effective
Time, with the number of shares of Genesys Stock subject to each such
installment adjusted to reflect the Exchange Ratio. Accordingly, no
accelerated vesting of the Forte Options shall be deemed to
automatically occur by reason of the Merger, and the grant date for
each assumed Forte Option shall accordingly remain the same as in
effect under the applicable Option Agreement immediately prior to the
Merger.
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(e) For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's continuous status as an
employee, director or consultant with the Company, Optionee shall be
deemed to continue in such status for so long as Optionee renders
services as an employee, director or consultant to Genesys or any
present or future Genesys subsidiary, including (without limitation)
Forte. Accordingly, the provisions of the Option Agreement governing
Optionee's status as an employee, director or consultant with Forte
shall hereafter be applied on the basis of Optionee's status with
Genesys and its subsidiaries.
(f) The adjusted exercise price payable for the Genesys
Stock subject to each assumed Forte Option shall be payable in any of
the forms authorized under the Option Agreement applicable to that
option.
(g) In order to exercise each assumed Forte Option, Optionee
must deliver to Genesys a written notice of exercise in which the
number of shares of Genesys Stock to be purchased thereunder must be
indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of Genesys
Stock and should be delivered to Genesys at the following address:
Genesys Telecommunications Laboratories, Inc.
1155 Market Street
San Francisco, CA 94103
Attention: Ms. Janice Baca Swanson
4. Except to the extent specifically modified by this Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
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IN WITNESS WHEREOF, Genesys Telecommunications Laboratories, Inc. has
caused this Stock Option Assumption Agreement to be executed on its behalf by
its duly-authorized officer as of the 30th day of December, 1997.
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
By:
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[Name of Company Representative],
[Title]
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Forte Options hereby assumed by Genesys
Telecommunications Laboratories, Inc. are as set forth in the Option Agreement,
the Plan and such Stock Option Assumption Agreement.
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1, OPTIONEE
DATED: __________________, 199__
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of
Forte Advanced Management Software, Inc.
Common Stock (Pre-Merger)
Number of Option Shares Exercise Price
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EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of
Genesys Telecommunications Laboratories, Inc.
Common Stock (Post-Merger)
Number of Option Shares Exercise Price
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