STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of October 1, 1997 (the "Grant Date"), by ACTIVE VOICE CORPORATION, a
Washington corporation (the "Company"), and [NAME OF DIRECTOR] (the "Holder").
R E C I T A L S
A. The Company has adopted the Active Voice Corporation 1997 Director
Stock Option Plan (the "Plan"), a copy of which has been delivered to the
Holder prior to signing this Agreement (capitalized terms used but not defined
in this Agreement will have the meanings given them in the Plan).
B. The Holder is entitled to receive a stock option under the Plan.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company two thousand five hundred
(2,500) shares of Common Stock (the "Shares") at the price of $______ per share
(the "Option Price").
2. VESTING. The Option will become exercisable for all of the Shares on
October 1, 1998, on and after which, but prior to its termination, the Option
may be exercised in whole or in part at any time and from time to time;
PROVIDED, HOWEVER, the Option will not become exercisable if (a) more than
sixty (60) days prior to October 1, 1998, the Holder ceases to be a director of
the Company for any reason other than his or her death; or (b) during the
period from the Grant Date to October 1, 1998 (or such portion of that period
during which the Holder is serving as a director of the Company), the Holder
does not attend at least seventy-five percent (75%) of the combined number of
meetings of the full Board and any committee(s) of the Board of which the
Holder is a member, or does not attend at least fifty percent (50%) of such
combined number of meetings in person.
3. TERM OF THE OPTION. If, pursuant to Section 2, the Option does not
become exercisable for the Shares on October 1, 1998, the Option shall
automatically terminate as to all of the Shares. Unless earlier terminated in
accordance with the provisions of the Plan or the foregoing provisions of this
Section 3, the Option will terminate on October 1, 2007, or one (1) year
following the date of death of the Holder, whichever occurs earlier.
4. OTHER LIMITATIONS ON THE OPTION. The Option is subject to all of the
provisions of the Plan, including but not limited to Section 9 (which permits
adjustments to the Option upon the occurrence of certain events such as a stock
split, share dividend or share combination) and Section 10 (which will apply
upon the occurrence of certain other events).
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for which
the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made --
(i) in cash; or
(ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value, as of the date of exercise, equal to
the aggregate Option Price payable, and (B) have been held by the
Holder for at least one (1) year prior to the date of exercise; and
(d) execute and deliver to the Company any other documents required
from time to time by the Company in order to promote compliance with applicable
securities laws or any other applicable laws, rules or regulations.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has terminated or been exercised in full, the Company and the Holder
agree to execute a new Stock Option Agreement, covering the remaining shares of
Common Stock that may be acquired upon exercise of the Option, which will be
identical to this Agreement except as to the number of shares of Common Stock
subject thereto. In lieu of replacing this Agreement in such manner, the
Company may affix to this Agreement an appropriate notation indicating the
number of shares for which the Option was exercised and return this Agreement
to the Holder.
7. NONTRANSFERABILITY. The Option is not transferable other than by will
or the laws of descent and distribution, and the Option may be exercised during
the lifetime of the Holder only by the Holder or his or her court appointed
legal representative.
8. ACCEPTANCE OF OPTIONS. By executing this Agreement, the Holder accepts
the Option, acknowledges receipt of a copy of the Plan and agrees to comply
with all of the provisions of the Plan and this Agreement.
9. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be acquired upon exercise of the Option (but with respect to which
no certificates have been delivered to the Holder).
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of the Plan and this Agreement.
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11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, together with the
Plan, constitute the entire agreement and understanding between the Company and
the Holder regarding the subject matter hereof. No modification of the Option
or this Agreement, or waiver of any provision of the Plan or this Agreement,
shall be valid unless in writing and duly executed by the Company and the
Holder. The failure of any party to enforce any of that party's rights against
the other party for breach of any of the terms of this Agreement shall not be
construed as a waiver of such rights as to any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" ACTIVE VOICE CORPORATION
By-------------------------------------------
Robert L. Richmond, Chief Executive Officer
"Holder" -------------------------------------------
[NAME OF DIRECTOR]
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FORM OF EXERCISE OF OPTION
To: ACTIVE VOICE CORPORATION
2901 Third Avenue, Suite 500
Seattle, WA 98121
The undersigned holds Option Number DSO97-00__ (the "Option"), represented
by a Stock Option Agreement dated effective as of October 1, 1997 (the
"Agreement"), granted to the undersigned pursuant to the Active Voice
Corporation 1997 Director Stock Option Plan (the "Plan"). The undersigned
hereby exercises the Option and elects to purchase _______________ shares (the
"Shares") of Common Stock of Active Voice Corporation (the "Company") pursuant
to the Option. This notice is accompanied by full payment of the Option Price
for the Shares, in cash or by check or in another manner permitted by
Section 5(c) of the Agreement.
Date:-----------------------, 199__.
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Name of Holder
EXHIBIT A