Exhibit 10.52
INTELLIVOICE COMMUNICATIONS, INC.
1995 INCENTIVE STOCK PLAN
-------------------------
JANUARY 24, 1995
(as amended October 10, 1995)
1. Establishment and Purpose of the Plan
The purpose of this Plan is to provide a flexible means of compensation and
motivation for outstanding performance by employees of the Company,
directors of the Company, and other certain persons to further the
continued growth and profitability of the Company.
2. Definitions
(a) Board of Directors. The Board of Directors of the Company.
------------------
(b) Common Stock. The common stock of the Company, $.01 par value.
------------
(c) Company. Intellivoice Communications, Inc., a Delaware corporation,
-------
and any successor or transferee of substantially all of its business
or assets.
(d) Disinterested Person. The Compensation Committee of the Board of
--------------------
Directors, which committee shall have at least three members, each of
whom shall be a Disinterested Person.
(e) Person. A "disinterested person" as defined in Rule 16b-3.
------
(f) Employee. A full-time key employee of the Company, including an
--------
officer who is such an employee.
(g) Fair Market Value. As applied to a specific date, the fair market
-----------------
value of the share of Common Stock as of such date as determined by
the Committee for purposes of an Incentive Stock Option in accordance
with the then current regulations of the U.S. Secretary of the
Treasury.
(h) Incentive Stock Option. Any Option intended to meet the requirements
----------------------
of an incentive stock option as defined in Section 422.
(i) Non-Qualified Stock Option. Any Option not intended to be an
--------------------------
Incentive Stock Option.
(j) Option. An option to purchase Common Stock granted under the Plan,
------
including both an Incentive Stock Option and a Non-Qualified Stock
Option.
(k) Person. An individual, a partnership, a corporation, or any other
------
private, governmental or other entity.
(l) Plan. The Intellivoice Communications, Inc. 1995 Incentive Stock Plan
----
herein set forth, as the same may from time to time be amended.
(m) Rule 16b-3. Rule 16b-3 under the Securities Exchange Act of 1934, as
----------
amended, and any successor rule or regulation.
(n) Section 422. Section 422 of the Internal Revenue Code of 1986, as
-----------
amended, or any successor statute.
3. Eligibility
A grant under this Plan may be made to any Employee, any director of the
Company, or any other person as to whom the Committee determines that
making such grant is in the best interests of the Company; provided,
however, that (i) no grant may be made to a director of the Company who
serves on the Committee other than as provided under Rule 16b-3, and (ii)
no, grant of an Incentive Stock Option may be made to a person other than
an Employee.
4. Plan Administration
This Plan shall be administered by the Committee. The Committee shall have
full power to interpret and administer this Plan and full authority to act
in selecting the grantees and in determining type and amount of grants, the
terms and conditions of grants, and the terms of agreements which will be
entered into with grantees governing such grants. The Committee shall have
the power to make rules and guidelines for carrying out the Plan and to
make changes, in such rules and guidelines from time to time as it deems
proper. Any interpretation by the Committee of the terms and provisions of
the Plan and the administration thereof and all action taken by the
Committee shall be final and binding.
5. Shares Subject to the Plan
Subject to adjustment as provided in Section 9, the total amount of shares
of Common Stock available for grant under this Plan shall be up to 159,990
shares of Common Stock of the Company. Shares of Common Stock issued
hereunder may consist, in whole or in part, of authorized and unissued
shares, treasury shares and shares acquired in the open market or by
private purchase by the Company. Any
Common Stock which is purchased shall be purchased by the Company at prices
no higher than the Fair Market Value of such Common Stock at the time of
purchase. If for any reason any shares of Common Stock issued under any
grant hereunder are forfeited or cancelled, or a grant otherwise terminates
or is terminated for any reason without the issuance of any shares, then
all such shares, to the extent of any such forfeiture, cancellation or
termination, shall again be available for grant under this Plan.
6. Types of Grants
(a) The Committee may make such grants under this Plan of Incentive Stock
options and Non-Qualified Stock Options as in its discretion it deems
advisable to effect the purpose of the Plan. Such grants may be
issued separately or in combination, and additional grants may be
issued in combination with grants previously issued under this Plan or
otherwise.
(b) The exercise price of an Option or other grant shall equal at least
100% of the Fair Market Value of the shares of Common Stock on the
date of such grant and be paid in cash or such other consideration as
the Committee may determine consistent with applicable law, which may
include without limitation (i) shares of Common Stock; and (ii) the
withholding, from the shares of Common Stock receivable on exercise,
of shares of Common Stock with a Fair Market Value as of the date of
exercise equal to the exercise price.
7. Options
(a) Each Option shall have such terms and conditions as the Committee
shall determine, except that no Option shall have a term of more than
ten years. A grantee shall have no rights of a shareholder with
respect to any Shares of Common Stock subject to an Option unless and
until a certificate for such shares shall have been issued.
(b) All the provisions of Section 422 and the regulations thereunder as in
effect from time to time are hereby incorporated by reference herein
with respect to Incentive Stock Options to the extent that their
inclusion in this Plan is necessary from time to time to preserve
their status as incentive stock options for purposes of Section 422.
Each provision of the Plan and each agreement relating to an Incentive
Stock Option shall be construed so that it shall be an incentive stock
option for purposes of Section 422, and any provisions thereof which
cannot be so construed shall be disregarded.
8. Adjustments Upon Changes in Capitalization
In the event of a reorganization, recapitalization, stock split, stock
dividend, issuance of securities convertible into Common Stock, combination
of shares, merger, consolidation or any other change in the corporate
Structure of the Company affecting Common Stock, or a sale by the Company
of all or substantially all of its assets, or any distribution to
shareholders other than a normal cash dividend, or any assumption or
conversion of outstanding grants as a result of an acquisition, the Board
of Directors shall make appropriate adjustment in the number and kind of
shares authorized by the Plan and any adjustments in outstanding grants as
it deems appropriate.
9. Termination and Amendment
(a) This Plan shall become effective upon its approval by the shareholders
of the Company. It shall remain in full force and effect unless
terminated by the Board of Directors, which shall have the power to
amend, suspend, terminate or reinstate this Plan at any time, provided
that no amendment which increases the number of shares of Common Stock
subject to the Plan, or materially adversely affects the availability
of Rule 16b-3 with respect to this Plan, shall be made without
shareholder approval.
(b) Without limiting the generality of the foregoing, the in Board of
Directors may (i) amend any limitations in this Plan if and when they
are no longer required under Rule 16b-3 or Section 422 and (ii) amend
the provisions of this Plan to assure its continued compliance with
Rule 16b-3 and Section 422.
10. Non-Assignability
Grants are not transferable other than by will or the laws of descent and
distribution. A grant is exercisable during the grantee's lifetime only by
the grantee or his or her guardian or legal representative.
11. Exercise by Estate
Any provision of this Plan to the contrary notwithstanding, unless
otherwise determined by the Committee, the estate of any grantee shall have
one year from the date of such grantee's death to exercise any grant
hereunder, or such longer period as the Committee may determine, except
that this sentence shall in no event extend the term of any Incentive Stock
Option beyond ten years.
12. General Provisions
(a) Nothing contained in this Plan, or in any grant made pursuant to the
Plan, shall confer upon any grantee any right with respect to terms,
conditions or continuance of employment by the Company.
(b) Appropriate provision may be made by the Committee for all taxes
required to be withheld in connection with any grant, the exercise
thereof, and the transfer of shares of Common Stock, in respect of any
federal, state, local or foreign withholding taxes. In the case of
payment in the form of Common Stock, the Company shall have the right
to retain the number of shares of Common Stock whose Fair Market Value
equals the amount to be withheld.
(c) If any day on or before which such action by the Plan must be taken
falls on a Saturday, Sunday or legal holiday, such action may be taken
an the next succeeding day which. is not a Saturday, Sunday or legal
holiday.
(d) This Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the State of Delaware without
regard to principles of conflicts of laws.
(e) The Committee may amend any outstanding grants to the extent it deems
appropriate, provided that, the grantee's consent shall be required in
the case of amendments adverse to the grantee.