EXHIBIT 99.22
FORM OF STOCK OPTION ASSUMPTION
FOR OPTIONS GRANTED UNDER
THE NEXT AGE TECHNOLOGIES, INC. 1998 EQUITY INCENTIVE PLAN
EXHIBIT 99.22
GENESYS TELECOMMUNICATIONS
LABORATORIES, INC.
_______________________________________
STOCK OPTION ASSUMPTION
_______________________________________
OPTIONS GRANTED PURSUANT TO
NEXT AGE TECHNOLOGIES, INC.
1998 EQUITY INCENTIVE PLAN
Optionee: (Name)
STOCK OPTION ASSUMPTION effective as of the _____ day of
_____________, 1999 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 Next Age
Technologies, Inc., a California corporation ("Next Age"), which were granted to
Optionee under the Next Age Technologies, Inc. 1998 Equity Incentive Plan (the
"Next Age Plan") and are evidenced by a Stock Option Grant Notice and an Option
Agreement (together, the "Option Agreement") between Next Age and Optionee.
WHEREAS, Next Age has been acquired by Genesys through the purchase by
Genesys of all of the issued and outstanding shares of the capital stock of Next
Age (the "Acquisition") pursuant to the Agreement and Plan of Reorganization,
dated as of June 24, 1999, by and between Genesys, Next Age and Genesys-BP Sub,
Inc. (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Genesys to
assume all obligations of Next Age with respect to the outstanding options under
the Next Age Plan upon the consummation of the Acquisition.
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Acquisition is 0.1097 of
a share of Genesys common stock ("Genesys Stock") for each outstanding share of
Next Age common stock ("Next Age Stock").
WHEREAS, this assumption is effective as of June 24, 1999 (the
"Effective Time"), and reflects certain adjustments to Optionee's outstanding
options under the Next Age Plan which have become necessary by reason of the
assumption of those options by Genesys in connection with the Acquisition.
NOW, THEREFORE, it is hereby provided as follows:
1. The number of shares of Next Age Stock subject to the options
held by Optionee immediately prior to the effective time (the "Next Age
Options") and the exercise price
payable per share pursuant to each such option are set forth in Schedule I
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hereto. Genesys hereby assumes, as of the effective time, all the duties and
obligations of Next Age under each of the Next Age Options. In connection with
such assumption, the number of shares of Genesys Stock purchasable under each
Next Age Option hereby assumed, and the exercise price payable thereunder, have
been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares
of Genesys Stock subject to each Next Age Option hereby assumed shall be as
specified for that option in attached Schedule I, and the adjusted exercise
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price payable per share of Genesys Stock under each such assumed Next Age Option
shall also be as indicated for that option in attached Schedule I.
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2. The intent of the foregoing adjustments to each assumed Next Age
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 assumption will, immediately after
the consummation of the Acquisition, be not less than the spread which existed,
immediately prior to the Acquisition, between the then aggregate fair market
value of the Next Age Stock subject to the Next Age Option and the aggregate
exercise price in effect at such time under the Option Agreement. Such
adjustments are also intended to preserve, immediately after the Acquisition, on
a per share basis, the same ratio of exercise price per option share to fair
market value per share which existed under the Next Age Option immediately prior
to the Acquisition
3. The following provisions shall govern each Next Age Option hereby
assumed by Genesys:
(a) Unless the context otherwise requires, all references in
each Option Agreement and in the Next Age Plan (as incorporated into such
Option Agreement) (i) to the "Company" shall mean Genesys, and (ii) to
"Stock" and "Shares" shall mean shares of Genesys Stock.
(b) The grant date and the expiration date of each assumed Next
Age Option and all other provisions which govern either the exercise or the
termination of the assumed Next Age Option shall remain the same as set
forth in the Option Agreement applicable to that option, and the provisions
of the Option Agreement shall accordingly govern and control Optionee's
rights under this Agreement to purchase Genesys Stock.
(c) Each Next Age Option held by Optionee shall be assumed by
Genesys as of the Effective Time. The shares subject to each such assumed
Next Age Option shall continue to vest in accordance with the same
installment vesting 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 acceleration of vesting under
the Next Age Option held by Optionee shall be deemed to occur by reason of
the Acquisition, and the
2.
vesting dates under each applicable Option Agreement shall remain the same
following the Acquisition.
(d) The adjusted exercise price payable for the Genesys Stock
subject to each assumed Next Age Option shall be payable in any of the
forms authorized under the Option Agreement applicable to that option,
provided that any shares of Genesys Stock delivered in payment of the
exercise price must have been held for six (6) months. For purposes of
determining the holding period of any shares of Genesys Stock delivered in
payment of such adjusted exercise price, the period for which such shares
were held as Next Age Stock prior to the Acquisition shall be taken into
account.
(e) In order to exercise each assumed Next Age 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, California 94103
Attention: Stock Administrator
4. Except to the extent specifically modified by this Stock Option
Assumption, all of the terms and conditions of each Option Agreement as in
effect immediately prior to the Acquisition shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption.
IN WITNESS WHEREOF, Genesys Telecommunications Laboratories, Inc. has
caused this Stock Option Assumption to be executed on its behalf by its duly-
authorized officer as of the ____ day of ________, 1999.
GENESYS TELECOMMUNICATIONS
LABORATORIES, INC.
By: ______________________________
Title: ______________________________
3.
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption and understands that all rights and liabilities with respect to each
of his or her Next Age Options hereby assumed by Genesys are as set forth in the
Option Agreement, the Next Age Plan and such Stock Option Assumption, and no
other agreements exist with respect to his or her Next Age Options. The
undersigned also acknowledges that except to the extent specifically modified by
this Stock Option Assumption, all of the terms and conditions of the Option
Agreement as in effect immediately prior to the Effective Time shall continue in
full force and effect and shall not in any way be amended, revised or otherwise
affected by this Stock Option Assumption. The undersigned further acknowledges
that the Next Age Options described in Schedule I hereto constitute all of the
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options or other rights to purchase Next Age Stock that he or she owned
immediately prior to the Effective Time.
__________________________________
(Name), OPTIONEE
DATED: __________________, 1999
4.
SCHEDULE I
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Number of Shares Exercise Price
Next Age Option (NextAgeShares) (NextAgePrice)
Genesys Option (GenesysShares) (GenesysPrice)