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Exhibit 4.5
DAVOX CORPORATION
2000 STOCK OPTION PLAN
1. PURPOSE
The name of this plan is the Davox Corporation 2000 Stock Option Plan (the
"2000 Plan"). The purpose of the 2000 Plan is to promote the long-term success
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of Davox Corporation, a Delaware corporation (the "Company"), by providing
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financial incentives to employees and consultants of the Company who are in
positions to make significant contributions toward such success except that no
member of the Board of Directors of Davox Corporation (the "Board") or officer
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of the Company appointed by the Board shall be eligible for grants of options
under the 2000 Plan. The 2000 Plan is designed to attract individuals of
outstanding ability to become or to continue as employees of the Company or
consultants of the Company, to enable such individuals to acquire or increase
proprietary interests in the Company through the ownership of shares of common
stock of the Company, and to render superior performance during their
associations with the Company. The Company intends that this purpose will be
effected by the granting, pursuant to the 2000 Plan, of options for shares of
the Company's Common Stock that do not meet the definition of "incentive stock
options" in Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code") (such options granted hereunder, "Nonqualified Options").
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References herein to "the Company" shall include any successor corporation
to the Company and, except where the context requires otherwise, also any direct
or indirect subsidiary of the Company (such that if the Company has one or more
subsidiaries, individuals who are employees thereof or consultants thereto are
eligible to be granted Nonqualified Options under the 2000 Plan). References
herein to "the Board" shall include the board of directors of any successor
corporation to the Company.
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Options Granted. Options granted under the 2000 Plan shall only be
Nonqualified Options.
(b) Administration of 2000 Plan. The 2000 Plan shall be administered by
the Board or by a committee (the "Option Committee") appointed by the Board.
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Hereinafter, all references in this 2000 Plan to the "Option Committee" shall
mean the Board if no Option Committee is appointed. The Option Committee may
select one of its members as its chairman, and shall hold meetings at such time
and places as it may determine. A majority of the Option Committee shall
constitute a quorum and acts of a majority of the members of the Option
Committee at a meeting at which a quorum is present, or acts reduced to or
approved in writing by all the members of the Option Committee (if consistent
with applicable state law), shall be the valid acts of the Option Committee.
From time to time, the Board may increase the size of the Option Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however caused, or
remove all members of the Option Committee and thereafter directly administer
the 2000 Plan.
(c) Option Committee. Subject to the terms and conditions of the 2000
Plan, the Option Committee shall have the power:
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(i) To determine from time to time the Nonqualified Options to be
granted to eligible persons under the 2000 Plan, and to prescribe the terms and
provisions (which need not be identical) of each Nonqualified Option granted
under the 2000 Plan to such persons;
(ii) To construe and interpret the 2000 Plan and Nonqualified
Options granted thereunder and to establish, amend, and revoke rules and
regulations for administration of the 2000 Plan. In this connection, the Option
Committee may correct any defect or supply any omission, or reconcile any
inconsistency in the 2000 Plan, or in any nonqualified option agreement, in the
manner and to the extent it shall deem necessary or expedient to make the 2000
Plan fully effective. All decisions and determinations by the Option Committee
in the exercise of this power shall be final and binding upon the Company and
all optionees; and
(iii) Generally, to exercise such powers and to perform such acts as
are deemed necessary or expedient to promote the best interests of the Company
with respect to the 2000 Plan, including all actions the Option Committee deems
necessary, under Section 422 of the Code and the regulations thereunder, to
ensure that no Nonqualified Option issued hereunder is treated as an "incentive
stock option" under Section 422(b) of the Code.
3. STOCK SUBJECT TO THE 2000 PLAN
(a) Stock under the 2000 Plan. The stock subject to the Nonqualified
Options granted under the 2000 Plan shall be shares of the Company's authorized
but unissued common stock, par value $.10 per share (the "Common Stock"), or
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previously issued shares of Common Stock that have been reacquired and reserved
by the Board for resale upon exercise of Nonqualified Options granted under the
2000 Plan. The total number of shares of Common Stock that may be issued
pursuant to Nonqualified Options granted under the 2000 Plan shall not exceed an
aggregate of 1,500,000 shares of Common Stock. Such number shall be subject to
adjustment as provided in Section 9 hereof.
(b) Reallocation of Unexercised Options. Whenever any outstanding
Nonqualified Option under the 2000 Plan expires, is canceled or is otherwise
terminated (other than by exercise), the shares of Common Stock allocable to the
unexercised portion of such Nonqualified Option may again be the subject of
Nonqualified Options under the 2000 Plan.
4. STOCK OPTION GRANTS
Nonqualified Options may be granted to employees of the Company, to
consultants to the Company who are not employees of the Company, and to such
other persons as the Option Committee shall select from time to time, provided
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that, in no event, shall any member of the Board or any officer of the Company
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appointed by the Board be eligible to receive any grants of Nonqualified Options
issued under the 2000 Plan. The determination of the persons eligible to
receive grants and the number of shares of Common Stock for which Nonqualified
Options are granted shall be made by the Option Committee.
5. TERMS OF THE NONQUALIFIED OPTION AGREEMENTS
Each nonqualified option agreement for Nonqualified Options granted under
the 2000 Plan (each, a "Nonqualified Option Agreement") shall contain such
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provisions as the Option Committee shall from time to time deem appropriate,
including restrictions applicable to shares of Common Stock issuable upon
exercise of Nonqualified Options. The Option Committee may from time to time
confer authority and responsibility on one or more of its own members and/or one
or more officers of the
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Company to execute and deliver the Nonqualified Option Agreements. The proper
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of the
Nonqualified Option Agreements. The Nonqualified Option Agreements need not be
identical, but each Nonqualified Option Agreement by appropriate language, or by
reference to this Section 5 of the 2000 Plan, shall include the substance of all
of the following provisions:
(a) Expiration. Each Nonqualified Option shall expire on the date
specified in the Nonqualified Option Agreement, which date shall not be later
than the tenth anniversary of the date on which the Nonqualified Option was
granted. Unless otherwise determined by the Option Committee, each Nonqualified
Option shall in any event expire not later than 90 days after the optionee
is for any reason no longer employed by (or in the case of a consultant, engaged
in a business relationship with) the Company, except (i) if such termination of
employment (or business relationship) results from optionee's disability (within
the meaning of Section 22(e)(3) of the Code), a Nonqualified Option may be
exercised within 180 days thereafter (but in no event later than the scheduled
expiration date set forth in the Nonqualified Option Agreement), to the extent
such Nonqualified Option could have been exercised on the date of such
termination of employment, and (ii) if such termination of employment (or
business relationship) results from the optionee's death, a Nonqualified Option
may be exercised by his executors or administrators within 180 days thereafter
(but in no event later than the scheduled expiration date set forth in the
Nonqualified Option Agreement), to the extent such Nonqualified Option could
have been exercised on the date of such optionee's death.
(b) Exercise. Subject to the provisions of Section 5(a), each
Nonqualified Option granted under the 2000 Plan shall be exercisable as follows:
1. Vesting. The Nonqualified Option shall either be fully
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exercisable on the date of grant or shall become exercisable thereafter in
such installments as the Option Committee may specify.
2. Full Vesting of Installments. Once an installment becomes
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exercisable it shall remain exercisable until expiration or termination of
the Nonqualified Option, unless otherwise specified by the Option
Committee.
3. Partial Exercise. Each Nonqualified Option or installment may be
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exercised at any time or from time to time, in whole or in part, for up to
the total number of shares with respect to which it is then exercisable.
4. Acceleration of Vesting. The Option Committee shall have the
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right to accelerate the date that any installment of any Nonqualified
Option becomes exercisable.
Unless otherwise provided by the Option Committee, for this purpose
the date of the grant of a Nonqualified Option shall be the date on which the
Option Committee approves the grant. To the extent not exercised, vested
installments shall accumulate and be exercisable in whole or in part at any time
after becoming exercisable, but not later than the date the Nonqualified Option
expires or terminates. Nonqualified Option Agreements may also contain
provisions relating to the treatment of Nonqualified Options in the event of a
merger, consolidation or liquidation of, or sale of assets by, the Company.
(c) Purchase Price. Unless the Option Committee shall otherwise determine
at the time the Nonqualified Option is granted, the purchase price per share of
Common Stock under each Nonqualified Option shall be not less than the fair
market value of a share of Common Stock on the date the Nonqualified Option is
granted. For the purposes of the 2000 Plan, the fair market value of the shares
of Common Stock of the Company shall be determined by the Option Committee.
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6. LIMITATION ON RIGHTS OF OPTIONEES
(a) Transferability of Nonqualified Options. Except as set forth below,
(i) no Nonqualified Option shall be transferable by any optionee other than by
will or by the laws of descent and distribution and (ii) Nonqualified Options
may be exercised during the optionee's lifetime only by the optionee (or, if the
optionee is disabled and so long as the Nonqualified Option remains exercisable,
by the optionee's duly appointed guardian or other legal representative).
However, the Option Committee may, in its discretion, permit a Nonqualified
Option recipient to transfer such Nonqualified Option to family members or other
persons for estate planning purposes. In connection with permitting transfers,
the Option Committee may require that (i) no consideration be given or payment
made for any such transfer, (ii) the Nonqualified Option Agreement pursuant to
which such Nonqualified Option is granted must be approved by the Option
Committee, and must expressly provide for transferability at the date of grant
in a manner consistent with the 2000 Plan, and (iii) subsequent transfers of the
transferred Nonqualified Option shall be prohibited except those in accordance
with this Section. Following any such transfer, any such Nonqualified Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Sections 2(c)(ii),
6(b), 6(c), 7, 8, 9 and 12 hereof the term "optionee" shall be deemed to refer
to the transferee. The events of termination of employment (or business
relationship in the case of a consultant) set forth in an optionee's
Nonqualified Option Agreement shall continue to be applied with respect to the
original optionee, following which the Nonqualified Options shall be exercisable
by the transferee only to the extent, and for the periods specified, therein.
(b) No Shareholder Rights. No optionee shall be deemed for any purpose to
be the owner of any shares of Common Stock subject to any Nonqualified Option
unless and until (i) the Nonqualified Option shall have been exercised pursuant
to the terms thereof, (ii) the Company shall have issued and delivered the
shares to the optionee, and (iii) the optionee's name shall have been entered as
a shareholder of record on the books of the Company. Thereupon, the optionee
shall have full voting, dividend and other ownership rights with respect to such
shares of Common Stock.
(c) No Employment Rights. Neither the 2000 Plan nor the grant of any
Nonqualified Option thereunder shall be deemed to confer upon any optionee any
rights of employment with the Company, including, without limitation, any right
to continue in the employ of the Company, or affect the right of the Company to
terminate the employment of an optionee at any time, with or without cause.
(d) Authority of the Company. The existence of the Nonqualified Options
shall not affect: the right or power of the Company or its shareholders to make
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; any issue of bonds, debentures,
preferred or prior preference stock affecting the Common Stock or the rights
thereof; the dissolution or liquidation of the Company, or sale or transfer of
any part of its assets or business; or any other act, whether of a similar
character or otherwise.
7. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Notice of Exercise. Any Nonqualified Option granted under the 2000
Plan may be exercised by the optionee by delivering to the Chief Financial
Officer of the Company (or such other representative of the Company as the
Option Committee may designate) on any business day within the Company's
"trading window" (as defined in the Company's Securities Compliance Policy in
effect on the date of such exercise) a written notice specifying the number
(which shall be consistent with the provisions of Section 5(b) hereof) of shares
of Common Stock the optionee then desires to purchase (the "Notice").
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(b) Payment. A Nonqualified Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company at its principal
office address, or to such transfer agent as the Company shall designate. Such
notice shall identify the Nonqualified Option being exercised and specify the
number of shares as to which such Nonqualified Option is being exercised,
accompanied by full payment of the purchase price therefor either (a) in United
States dollars in cash or by check, (b) at the discretion of the Option
Committee, through delivery of shares of Common Stock having a fair market value
equal as of the date of the exercise to the cash exercise price of the
Nonqualified Option, (c) at the discretion of the Option Committee, by delivery
of the optionee's personal recourse note bearing interest payable not less than
annually at no less than 100% of the lowest applicable Federal rate, as defined
in Section 1274(d) of the Code, (d) at the discretion of the Option Committee
and consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Nonqualified Option and an authorization to the
broker or selling agent to pay that amount to the Company, which sale shall be
at the participant's direction at the time of exercise, or (e) at the discretion
of the Option Committee, by any combination of (a), (b), (c) and (d) above.
8. WITHHOLDING; ESCROW
The Company shall be entitled to withhold from any compensation or other
payments then or thereafter due to the optionee such amounts as may be necessary
to satisfy any withholding requirements of federal or state law or regulation
and, further, to collect from the optionee any additional amounts which may be
required for such purpose as a condition of delivering the shares of Common
Stock acquired pursuant to a Nonqualified Option. The Option Committee may, in
its discretion, require shares of the Common Stock acquired by an optionee upon
the exercise of a Nonqualified Option to be held in an escrow arrangement for
the purpose of enabling compliance with this Section 8.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
Upon the occurrence of any of the following events, an optionee's rights
with respect to Nonqualified Options granted to such optionee hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
Nonqualified Option Agreement between the optionee and the Company relating to
such Nonqualified Option:
(a) Stock Dividends and Stock Splits. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Nonqualified Options shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision, combination or stock
dividend.
(b) Consolidations or Mergers. If the Company is to be consolidated with
or acquired by another entity in a merger or other reorganization in which the
holders of the outstanding voting stock of the Company immediately preceding the
consummation of such event, shall, immediately following such event, hold, as a
group, less than a majority of the voting securities of the surviving or
successor entity, or in the event of a sale of all or substantially all of the
Company's assets or otherwise (each, an "Acquisition"), the Option Committee or
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the board of directors of any entity assuming the obligations of the Company
hereunder (the "Successor Board"), shall, as to outstanding Nonqualified
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Options, either (i) make appropriate provision for the continuation of such
Nonqualified Options by substituting on an equitable basis for the shares then
subject to such Nonqualified Options either (a) the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Acquisition, (b) shares of stock of the surviving or successor corporation or
(c) such other securities as the Successor
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Board deems appropriate, the fair market value of which shall not materially
exceed the fair market value of the shares of Common Stock subject to such
Nonqualified Options immediately preceding the Acquisition; or (ii) upon written
notice to the optionees, provide that all Nonqualified Options must be
exercised, to the extent then exercisable or to be exercisable as a result of
the Acquisition, within a specified number of days of the date of such notice,
at the end of which period the Nonqualified Options shall terminate; or (iii)
terminate all Nonqualified Options in exchange for a cash payment equal to the
excess of the fair market value of the shares subject to such Nonqualified
Options (to the extent then exercisable or to be exercisable as a result of the
Acquisition) over the exercise price thereof.
(c) Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph (b) above) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding shares of Common
Stock, an optionee upon exercising a Nonqualified Option shall be entitled to
receive for the purchase price paid upon such exercise the securities he or she
would have received if he or she had exercised such Nonqualified Option prior to
such recapitalization or reorganization.
(d) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, each Nonqualified Option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the Option
Committee.
(e) Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Nonqualified Options. No adjustments shall be made for dividends
paid in cash or in property other than securities of the Company.
(f) Fractional Shares. No fractional shares shall be issued under the 2000
Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.
(g) Adjustments. Upon the happening of any of the events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares
set forth in Section 3 hereof that are subject to Nonqualified Options which
previously have been or subsequently may be granted under the 2000 Plan shall
also be appropriately adjusted to reflect the events described in such
subparagraphs. The Option Committee or the Successor Board shall determine the
specific adjustments to be made under this Section 9 and, subject to Section 2,
its determination shall be conclusive.
10. AMENDMENT OR TERMINATION OF 2000 PLAN
The Board may modify, revise or terminate the 2000 Plan at any time and
from time to time. Except as provided in Section 9 hereof, rights and
obligations under any Nonqualified Option granted before any amendment of the
2000 Plan shall not be altered or impaired by such amendment, except with the
consent of the optionee.
11. EFFECTIVE DATE; NONEXCLUSIVITY
(a) Effective Date. This 2000 Plan will be deemed to have been adopted
and to be effective when approved by the Board.
(b) Nonexclusivity. The adoption of the 2000 Plan shall not be construed
as creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem
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desirable, including, without limitation, the granting of options otherwise than
under the 2000 Plan, and such arrangements may be either applicable generally or
only in specific cases.
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) Securities Laws. If in the opinion of legal counsel for the Company,
the issuance or sale of any shares of Common Stock pursuant to the exercise of a
Nonqualified Option would not be lawful for any reason, including, without
limitation, the inability of the Company to obtain from any governmental
authority or regulatory body having jurisdiction the authority deemed by such
counsel to be necessary to such issuance or sale, the Company shall not be
obligated to issue or sell any shares of Common Stock pursuant to the exercise
of a Nonqualified Option to an optionee or any other authorized person unless a
registration statement that complies with the provisions of the Securities Act
of 1933, as amended (the "Act"), in respect of such shares of Common Stock is in
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effect at the time thereof, or other appropriate action has been taken under and
pursuant to the terms and provisions of the Act, or the Company receives
evidence satisfactory to such counsel that the issuance and sale of such shares
of Common Stock, in the absence of an effective registration statement or other
appropriate action, would not constitute a violation of the Act or any
applicable state securities law. The Company is in no event obligated to
register any such shares of Common Stock, to comply with any exemption from
registration requirements or to take any other action which may be required in
order to permit, or to remedy or remove any prohibition or limitation on, the
issuance or sale of such shares of Common Stock to any optionee or other
authorized person.
(b) Governing Law. The 2000 Plan shall be governed by and interpreted
under the laws of the State of Delaware.
13. TERMINATION OF GRANTING OF NONQUALIFIED OPTIONS UNDER THE 2000 PLAN
No Nonqualified Option may be granted under the 2000 Plan after the tenth
anniversary of the effective date of the 2000 Plan (as set forth in Section 11
hereto).
