Exhibit 10.1


SPESCOM
SOFTWARE INC.


AMENDED
AND RESTATED 1996 STOCK INCENTIVE PLAN


 


Section 1.  PURPOSE OF PLAN


 


The purpose of
this Amended and Restated 1996 Stock Incentive Plan (the “Plan”) of Spescom
Software Inc., a California corporation (the “Company”), is to enable the
Company to attract, retain and motivate its directors, officers, employees and
consultants by providing for or increasing the proprietary interests of such
persons in the Company.


 


Section 2.  PERSONS ELIGIBLE
UNDER PLAN


 


Each of the following
persons (each, a “Participant”) shall be eligible to be considered for the
grant of Awards (as hereinafter defined) hereunder:  (1) any employee of the Company or any
of its subsidiaries, including any officer or director who is also such an
employee (an “Employee”), (2) any director of the Company or any of its
subsidiaries, including any director who is not an Employee and (3) any
consultant of the Company or any of its subsidiaries.


 


Section 3.  AWARDS


 


(a)           The Committee (as hereinafter defined), on behalf of the
Company, is authorized under this Plan to enter into any type of arrangement
with a Participant that is not inconsistent with the provisions of this Plan
and that, by its terms, involves or might involve the issuance of
(i) shares of common stock, no par value, of the Company (the “Common
Shares”) or (ii) a Derivative Security (as such term is defined in
Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as such rule may be amended from time to time)
with an exercise or conversion privilege at a price related to the Common
Shares or with a value derived from the value of the Common Shares.  The entering into of any such arrangement is
referred to herein as the “grant” of an “Award.”


 


(b)           Awards are not restricted to any specified form or
structure and may include, without limitation, sales or bonuses of stock,
restricted stock, stock options, reload stock options, stock purchase warrants,
other rights to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.


 


(c)           Awards may be issued, and Common Shares may be issued
pursuant to an Award, for any lawful consideration as determined by the
Committee, including, without limitation, services rendered by the recipient of
such Award.


 


(d)           Subject to the provisions of this Plan, the Committee, in
its sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted under this Plan, which terms and conditions
may include, among other things:


 


(i)            a provision permitting the recipient
of such Award, including any recipient who is a director or officer of the
Company, to pay the purchase price of the Common Shares or other property
issuable pursuant to such Award, or such recipient’s tax withholding obligation
with respect to such issuance, in whole or in part, by any one or more of the
following:


 


(A)          the delivery of cash;


 


(B)           the delivery of
other property deemed acceptable by the Committee;


 


(C)           the delivery of
previously owned shares of capital stock of the Company (including “pyramiding”)
or other property; or


 


(D)          a reduction in the
amount of Common Shares or other property otherwise issuable pursuant to such
Award.


 





















 


(ii)           a provision conditioning or
accelerating the receipt of benefits pursuant to such Award, either
automatically or in the discretion of the Committee, upon the occurrence of
specified events, including, without limitation, a change of control of the
Company (as defined by the Committee), an acquisition of a specified percentage
of the voting power of the Company, the dissolution or liquidation of the
Company, a sale of substantially all of the property and assets of the Company
or an event of the type described in Section 7 hereof; or


      


(iii)          a
provision required in order for such Award to qualify as an incentive stock
option (an “Incentive Stock Option”) under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”); provided, however,
that no Award issued to a consultant or any other person that is not an
Employee of the Company may qualify as an Incentive Stock Option.


 


Section 4.  STOCK SUBJECT TO
PLAN


 


(a)           The aggregate number of Common Shares that may be issued
pursuant to all Incentive Stock Options granted under this Plan shall not
exceed 7,425,000, subject to adjustment as provided in Section 7 hereof (as
adjusted to reflect the one-for-two reverse stock split of the Company’s Common
Shares effective as of October 25, 1996).


 


(b)           At any time, the aggregate number of Common Shares issued
and issuable pursuant to all Awards (including all Incentive Stock Options)
granted under this Plan shall not exceed 5,425,000, subject to adjustment as
provided in Section 7 hereof (as adjusted to reflect the one-for-two
reverse stock split of the Company’s Common Shares effective as of October 25,
1996).


 


(c)           For purposes of Section 4(b) hereof, the aggregate number
of Common Shares issued and issuable pursuant to Awards granted under this Plan
shall at any time be deemed to be equal to the sum of the following:


 


(i)            the number of Common Shares that
were issued prior to such time pursuant to Awards granted under this Plan,
other than Common Shares that were subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards and with respect to which
the holder thereof received no benefits of ownership such as dividends; plus


 


(ii)           the number of Common Shares that were
otherwise issuable prior to such time pursuant to Awards granted under this
Plan, but that were withheld by the Company as payment of the purchase price of
the Common Shares issued pursuant to such Awards or as payment of the recipient’s
tax withholding obligation with respect to such issuance; plus


 


 (iii)          the maximum number of Common Shares
that are or may be issuable at or after such time pursuant to Awards granted
under this Plan prior to such time.


 


(d)           Subject to adjustment as provided in Section 7 hereof (as
adjusted to reflect the one-for-two reverse stock split of the Company’s Common
Shares effective as of October 25, 1996), the aggregate number of Common Shares
subject to Awards granted during any calendar year to any one Participant
(including the number of shares involved in Awards having a value derived from
the value of Common Shares) shall not exceed 625,000 shares.


 


Section 5.  DURATION OF PLAN


 


No Awards
shall be made under this Plan on or after April 1, 2006.  Although Common Shares may be issued on or
after April 1, 2006 pursuant to Awards made prior to such date, no Common
Shares shall be issued under this Plan after April 1, 2016.


 


Section 6.  ADMINISTRATION
OF PLAN


 


(a)           This Plan shall be administered by one or more committees
of the Board to which the Board has delegated any or all aspects of the
administration of the Plan (any such committee, the “Committee”).  Without limitation of the foregoing, the
Board may delegate to a committee responsibility for determining and
recommending to the Board the Participants to receive Awards and the amount,
timing and terms of any such Award, in which event the Board may retain
authority for the


 


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ratification and approval of
such Awards and administration of the Plan. 
If any aspect of administration of the Plan has not been delegated by
the Board to a Committee, either generally or specifically, that aspect of the
Plan shall be administered by the Board and all references herein to the
Committee shall refer to the Board.  The
Board shall have the discretion to appoint, add, remove or replace members of
the Committee, and shall have the sole authority to fill vacancies on the Committee.  Unless otherwise provided by the Board:  (i) with respect to any Award for which
such is necessary and desired for such Award to be exempted by Rule 16b-3
of the Exchange Act, the terms of the Award shall be approved by (A) the Board
of Directors or (B) a Committee of two or more directors each of whom is a “non-employee
director” (as such term is defined in Rule 16b-3 promulgated under the Exchange
Act, as such Rule may be amended from time to time); (ii) with respect to
any Award that is intended to qualify as “performance based compensation” under
Section 162(m) of the Code, such Award shall be made by a Committee
consisting of two or more directors, each of whom is an “outside director” (as
such term is defined under Section 162(m) of the Code), which may or may
not be subject to ratification and approval by the Board; and (iii) with
respect to any other Award, the Committee shall consist of one or more
directors (any of whom also may be an Employee who has been granted or is
eligible to be granted Awards under the Plan).


 


(b)           Subject to the provisions of this Plan, the Committee
shall be authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan with respect to Awards over
which such Committee has authority, including, without limitation, the
following:


 


(i)            adopt, amend and rescind rules and
regulations relating to this Plan;


 


(ii)           determine which persons are
Participants and to which of such Participants, if any, Awards shall be granted
hereunder;


 


(iii)          grant Awards to Participants and
determine the terms and conditions thereof, including the number of Common
Shares issuable pursuant thereto;


 


(iv)          determine whether, and the extent to
which adjustments are required pursuant to Section 7 hereof; and


 


(v)           interpret and construe this Plan and
the terms and conditions of any Award granted hereunder.


 


Section 7.  ADJUSTMENTS


 


If the
outstanding securities of the class then subject to this Plan are increased,
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transaction shall provide otherwise, the Committee
shall make appropriate and proportionate adjustments in (a) the number and
type  of shares or other securities or
cash or other property that may be acquired pursuant to Incentive Stock Options
and other Awards theretofore granted under this Plan, (b) the maximum
number and type of shares or other securities that may be issued pursuant to
Incentive Stock Options and other Awards thereafter granted under this Plan and
(c) the maximum number of Common Shares for which options may be granted
during any one calendar year; provided, however, that no
adjustment shall be made to the number of Common Shares that may be acquired
pursuant to outstanding Incentive Stock Options or the maximum number of Common
Shares with respect to which Incentive Stock Options may be granted under this
Plan to the extent such adjustment would result in such options being treated
as other than Incentive Stock Options; provided, further, that no
such adjustment shall be made to the extent the Committee determines that such
adjustment would result in the disallowance of a federal income tax deduction
for compensation attributable to Awards hereunder by causing such compensation
to be other than Performance-Based Compensation (as defined for purposes of
Section 162(m) of the Code).


 


Section 8.  AMENDMENT AND
TERMINATION OF PLAN


 


The Board may amend, alter or discontinue the Plan or any agreement
evidencing an Award made under the Plan, but no amendment or alteration shall
be made which would impair the rights of any Award holder, without such holder’s


 


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consent,
under any Award theretofore granted, provided that no such consent shall be
required if the Committee determines in its sole discretion and prior to the
date of any change of control (as defined, if applicable, in the agreement
evidencing such Award) that such amendment or alteration is not reasonably
likely to significantly diminish the benefits provided under such Award, or
that any such diminishment has been adequately compensated.  The Committee may determine whether or not
any amendment to a previously granted Award is, for purposes of the Plan,
deemed to be a cancellation and new grant of the Award.  Notwithstanding the foregoing, if an
amendment to the Plan would affect the ability of Awards granted under the Plan
to comply with any law, rule or regulation (including any rule of a
self-regulatory organization), and if the Committee determines that it is
necessary or desirable for any Awards theretofore or thereafter granted that
are intended to comply with any such provision to so comply, the amendment
shall be approved by the Company’s shareholders to the extent required for such
Awards to continue to comply with such law, rule or regulation.


 


Section 9.  EFFECTIVE DATE
OF PLAN


 


This Plan shall be effective as of April 1, 1996, the date upon which
it was approved by the Board; provided, however, that no Common
Shares may be issued under this Plan until it has been approved, directly or
indirectly, by the affirmative votes of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with the laws of the State of California.


 


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