EXHIBIT 99.18
FORM OF STOCK OPTION ASSUMPTION FOR OPTIONS GRANTED
UNDER THE PLATO SOFTWARE CORPORATION 1998 SHARE OPTION PLAN
EXHIBIT 99.18
GENESYS TELECOMMUNICATIONS
LABORATORIES, INC.
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STOCK OPTION ASSUMPTION
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OPTIONS GRANTED PURSUANT TO
PLATO SOFTWARE CORPORATION
1998 SHARE OPTION PLAN
Optionee: (Name)
STOCK OPTION ASSUMPTION effective as of the 30th day of
December, 1998 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 Plato
Software Corporation, a Delaware corporation ("Plato"), which were granted to
Optionee on September 10, 1998 under the Plato Software Corporation 1998 Share
Option Plan (the "Plato Plan") and are evidenced by an Option Agreement (the
"Option Agreement") between Plato and Optionee.
WHEREAS, Plato has been acquired by Genesys through the
purchase by Genesys of all of the issued and outstanding shares of the capital
stock of Plato (the "Acquisition") pursuant to the Agreement and Plan of
Reorganization, dated as of December 9, 1998 (as amended), by and between
Genesys, Plato and Genpla Inc. (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require
Genesys to assume all obligations of Plato with respect to the outstanding
options under the Plato Plan at the timely 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 0.025
of a share of Genesys common stock ("Genesys Stock") for each outstanding share
of Plato common stock ("Plato Stock").
WHEREAS, this assumption is effective as of December 30, 1998
(the "Effective Time"), and reflects certain adjustments to Optionee's
outstanding options under the Plato 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 Plato Stock subject to the options
held by Optionee immediately prior to the effective time (the "Plato Options")
and the exercise price payable per share pursuant to each such option are set
forth in Schedule I hereto. Genesys hereby assumes, as of the effective time,
all the duties and obligations of Plato under each of the Plato Options. In
connection with such assumption, the number of shares of Genesys Stock
purchasable under each Plato 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 Plato Option
hereby assumed shall be as specified for that option in attached Schedule I, and
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the adjusted exercise price payable per share of Genesys Stock under each such
assumed Plato 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 Plato
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 Plato Stock subject to the Plato 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 Plato Option immediately prior to the
Acquisition
3. The following provisions shall govern each Plato Option hereby
assumed by Genesys:
(a) Unless the context otherwise requires, all references in
each Option Agreement and in the Plato Plan (as incorporated into such
Option Agreement) (i) to the "Company" shall mean Genesys, (ii) to "Stock"
and "Shares" shall mean shares of Genesys Stock, (iii) to the "Board" shall
mean the Board of Directors of Genesys, (iv) to the "Committee" shall mean
the Compensation Committee of the Genesys Board of Directors, and (v) to
the "Plan Administrator" shall mean the Compensation Committee of the
Genesys Board of Directors.
(b) The grant date and the expiration date of each assumed
Plato Option and all other provisions which govern either the exercise or
the termination of the assumed Plato 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 Plato Option held by Optionee shall be assumed by
Genesys as of the Effective Time. The shares subject to each such assumed
Plato 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 Plato
Option held by Optionee shall be deemed to occur by reason of the
Acquisition, and the vesting dates under each applicable Option Agreement
shall remain the same following the Acquisition.
2.
(d) The adjusted exercise price payable for the Genesys Stock
subject to each assumed Plato 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
Plato Stock prior to the Acquisition shall be taken into account.
(e) In order to exercise each assumed Plato 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:______________________
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 Plato Options hereby assumed by Genesys are as set forth in the
Option Agreement, the Plato Plan and such
3.
Stock Option Assumption, and no other agreements exist with respect to his or
her Plato 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 Plato Options described in Schedule I
hereto constitute all of the options or other rights to purchase Plato 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
Plato Option (Plato_Shares) (Plato_Price)
Genesys Option (Genesys_Shares) (Genesys_Price)