EXHIBIT 99.11
INITIAL GRANT
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GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
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AUTOMATIC STOCK OPTION
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Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Genesys Telecommunications Laboratories,
Inc. (the "Corporation"):
Optionee:
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Grant Date:
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Exercise Price: $ per share
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Number of Option Shares: 20,000 shares
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Expiration Date:
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Type of Option: Non-Statutory Stock Option
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Date Exercisable: Immediately Exercisable
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Vesting Schedule: The Option Shares shall initially be unvested and
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subject to repurchase by the Corporation at the Exercise Price paid
per share. Optionee shall acquire a vested interest in, and the
Corporation's repurchase right shall accordingly lapse with respect
to, twenty-five percent (25%) of the Option Shares on each of the
fifth, sixth, seventh and eighth anniversaries of the Grant Date,
provided Optionee remains in service as a member of the Corporation's
Board of Directors (the "Board") through each such anniversary date.
However, after the close of each fiscal year, beginning with the 1998
fiscal year, twelve and one-half percent (12.5%) of the total Option
Shares shall accelerate with respect to each committee of the Board on
which Optionee has served during such fiscal year, up to a maximum of
two (2) such committees; PROVIDED, HOWEVER, that Optionee has attended
at least 75% of the meetings held by such committee during the fiscal
year. The Option Shares to be accelerated shall be those Option Shares
which would otherwise have been the first Option Shares to vest in
accordance with the regular four (4)-year vesting schedule described
above. In no event shall any additional Option Shares vest after
Optionee's cessation of Board service.
Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
Genesys Telecommunications Laboratories, Inc. 1997 Stock Incentive Plan (the
"Plan"). Optionee further agrees to be bound by the terms of the Plan and the
terms of the Option as set forth in the Automatic Stock Option Agreement
attached hereto as Exhibit A. Optionee acknowledges receipt of a copy of the
official Plan Summary and Prospectus for the Plan in the form attached hereto as
Exhibit B. A copy of the Plan document is available upon request made to the
Corporate Secretary at the Corporation's principal offices.
REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION
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SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL NOT BE TRANSFERABLE AND
SHALL BE SUBJECT TO REPURCHASE BY THE CORPORATION, AT THE EXERCISE PRICE PAID
PER SHARE, UPON OPTIONEE'S TERMINATION OF SERVICE AS A MEMBER OF THE
CORPORATION'S BOARD OF DIRECTORS PRIOR TO VESTING IN THOSE SHARES. THE TERMS
AND CONDITIONS OF SUCH REPURCHASE RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE
AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, EXECUTED BY
OPTIONEE AT THE TIME OF THE OPTION EXERCISE.
No Impairment of Rights. Nothing in this Notice or in the attached
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Automatic Stock Option Agreement or the Plan shall interfere with or otherwise
restrict in any way the rights of the Corporation or the Corporation's
shareholders to remove Optionee from the Board at any time in accordance with
the provisions of applicable law.
Definitions. All capitalized terms in this Notice shall have the
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meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.
DATED:_____________________, 199__
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
By:
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Title:
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OPTIONEE
Address:
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2
ATTACHMENTS
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EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT
EXHIBIT B - PLAN SUMMARY AND PROSPECTUS
EXHIBIT A
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AUTOMATIC STOCK OPTION AGREEMENT
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EXHIBIT B
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PLAN SUMMARY AND PROSPECTUS
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