Exhibit 4.2

               AMENDED AND RESTATED GENESYS STOCK INCENTIVE PLAN,
                          effective as of June 5, 2003


I.       ESTABLISHMENT OF THE PLAN.

         Genesys S.A. hereby establishes the Amended and Restated Genesys Stock
Incentive Plan (hereinafter called the "Plan"), subject to the terms and
conditions hereinafter stated.

II.      PURPOSES OF THE PLAN.

         The purposes of the Plan are:

         To encourage stock ownership by Employees of the Corporation so that
they will have a proprietary interest in Genesys;

         To provide an incentive for such Employees to expand and improve the
growth and prosperity of the Corporation; and

         To assist the Corporation in attracting and retaining Employees.

III.     DEFINITIONS.

         Unless the context clearly indicates otherwise, the following terms,
when used in the Plan, shall have the meanings set forth in this Article III.
Wherever used in the Plan, words in the masculine gender shall be deemed to
refer to females as well as to males; words in the singular number shall be
deemed to refer also to the plural number; and references to a statute or
statutory provision shall be construed as if they referred also to that
provision (or to a successor provision of similar import) as currently in
effect, as amended or as reenacted.

              (a) "ADR" means a Genesys American Depositary Receipt,
representing one ADS.

              (b) "ADS" means a Genesys American Depositary Share, representing
one half of one share of Common Stock, subject to adjustment pursuant to Article
X.

              (c) "Affiliate" means, with respect to any Person, any other
Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with the first Person.

              (d) "Board" means the Board of Directors of Genesys.

              (e) "Cause" means, unless otherwise defined in the applicable
Option Agreement, the Grantee's Termination by reason of (i) his continued or
willful failure substantially to perform his duties for the Corporation (other
than any such failure due to the Grantee's physical or mental illness), (ii) his
willful and serious misconduct in connection with the performance of his duties
for the Corporation that has caused or is reasonably expected to result in
material injury to the Corporation, (iii) the Grantee's conviction of, or
entering a plea of guilty or nolo contendere to, a crime that constitutes a
felony or a crime involving moral turpitude, (iv) his fraudulent or dishonest
conduct or (v) his material breach of any of his obligations or covenants under
any written policies of the Corporation or any written agreement between such
Grantee and the Corporation; provided that if the Grantee is a party to an
effective employment agreement on the date of determination and such employment
agreement contains a different definition of Cause, the definition of Cause
contained in such employment agreement shall be substituted for the definition
set forth above for all purposes hereunder.

              (f) "Change in Control" means the first to occur after the
Effective Date of any of the following events:

                   (i) the acquisition by any person, entity or "group" (as
         defined in section 13(d) of the Exchange Act) (other than (x) Genesys,
         any of its Affiliates or any of their respective Affiliates or (y) any
         employee benefit plan of Genesys, any of its Affiliates or any of their
         respective Affiliates) through one transaction or a series of related
         transactions of beneficial ownership of equity securities of Genesys
         representing 50% or more of the combined voting power of all then
         outstanding equity securities of Genesys that may be cast for the
         election of directors of Genesys;

                   (ii) the approval by Genesys's stockholders of a merger or
         consolidation of Genesys with or into another entity as a result of
         which Persons who were stockholders of Genesys immediately prior to
         such merger or consolidation, do not, immediately thereafter, own,
         directly or indirectly, securities representing more than 50% of the
         combined voting power of all then outstanding securities entitled to
         vote generally in the election of directors of the merged or
         consolidated company;

                   (iii) the approval by Genesys' stockholders of a liquidation
         or dissolution of Genesys, other than a dissolution occurring upon a
         merger or consolidation of Genesys or a liquidation of Genesys into any
         of its Affiliates or any of their respective Affiliates; or

                   (iv) the sale, transfer or other disposition of all or
         substantially all of the assets of Genesys through one transaction or a
         series of related transactions to one or more Persons that are not,
         immediately prior to such sale, transfer or other disposition,
         Affiliates of Genesys or any of their respective Affiliates.

              (g) "Code" means the Internal Revenue Code of 1986, as amended.

              (h) "Committee" means the committee of the Board designated by the
Board to administer the Plan or, if there is no such committee, the Board;
provided, that from and after such time as Genesys ceases to qualify as a
"foreign private issuer" within the meaning of Rule 3b-4 of the Exchange Act,
the Committee shall consist of two or more persons, at least two of whom qualify
as (i) a "non-employee director" within the meaning of Rule 16b-3 of the
Exchange Act; and (ii) an "outside director" within the meaning of United States
Treasury Regulation Section 1.162-27(e)(3) under the Code, unless otherwise
determined by the Board.

              (i) "Common Stock" means shares of Genesys' common stock, no par
value, subject to adjustment pursuant to Article X.

              (j) "Corporation" means Genesys and, at the time of reference, its
Affiliates.

              (k) "Director" means a member of the Board.

              (l) "Disability" means, unless otherwise defined in the applicable
Option Agreement, a condition entitling a Grantee to benefits under the
long-term disability plan maintained by the Corporation in which he is a
participant and, in the absence of any such plan, shall mean a mental or
physical condition of the Grantee rendering him unable to perform his duties for
the Corporation for a period of six (6) consecutive months or for 180 days
within any consecutive 365-day period and which is reasonably expected to
continue indefinitely; provided that if, as of the date of determination, the
Grantee is a party to an effective employment agreement with a different
definition of "Disability" or any derivation of such term, the definition of
"Disability" (or its derivation) contained in such employment agreement shall be
substituted for the definition set forth above for all purposes hereunder. A
Grantee's employment or services shall be deemed to have Terminated as a result
of Disability on the date as of which he is first entitled to receive disability
benefits under such policy or, in the absence of a policy, the date of the
determination that the Grantee has such a condition.

              (m) "Effective Date" means _________, 2001, the date of adoption
of the Plan by the Board.

              (n) "Employee" means any employee of the Corporation, including an
employee who is also an officer or Director of the Corporation, but excluding
any employees of the Corporation primarily employed in, or residents of, France.

              (o) "Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended.

              (p) "Fair Market Value" of an ADS shall mean, as of any date of
determination, (i) with respect to Options that are not Incentive Stock Options,
the average of the closing price or the closing bid and ask price, as the case
may be, of an ADS over the 20 trading days immediately preceding such date of
determination or (ii) with respect to Incentive Stock Options, the greater of
(x) 95% of the average of the closing price or the closing bid and ask price, as
the case may be, of an ADS over the 20 trading days immediately preceding such
date of determination and (y) the closing price or closing bid and ask price, as
the case may be, on such date of determination, in any case, (A) as reported on
the principal securities exchange on which ADSs are then listed or admitted to
trading, (B) if the ADSs are not then listed or admitted to trading upon an
established stock exchange, as reported on the National Association of
Securities Dealers Automated Quotation System, or (C) if not so reported, as
furnished by any member of the National Association of Securities Dealers, Inc.
selected by the Committee. The closing price or closing bid and ask price, as
the case may be, of an ADS as of any such date on which the applicable exchange
or inter-dealer quotation system through which trading in ADSs is traded is
closed shall be the closing price or closing bid and ask price, as the case may
be, determined pursuant to the preceding sentence as of the immediately
preceding date on which such exchange or system is open for trading.

              (q) "Family Members" means a Grantee's spouse, children or
grandchildren.

              (r) "Genesys" means Genesys S.A., or any successor thereto,
including any entity that the Board determines has succeeded Genesys.

              (s) "Grant Date" shall mean, with respect to an Option Award, the
effective date of the grant of such Option Award.

              (t) "Grantee" means an Employee to whom an Option is granted under
the Plan.

              (u) "Incentive Stock Option" means an Option that is intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and which is identified as an Incentive Stock Option in the Option
Agreement by which it is evidenced.

              (v) "Normal Expiration Date" means, with respect to an Option
Award, the eighth anniversary of the Grant Date of such award or such other date
as may be specified in the Option Agreement evidencing such award.

              (w) "Option" means a right granted to a Grantee to purchase two
(2) ADSs under the Plan, provided, however, that, if on the effective date of
the exercise of a Vested Option the Grantee is a Restricted Participant, such
Grantee shall receive one (1) share of Common Stock in lieu of two (2) ADSs, in
accordance with paragraph (e) of Article VIII herein.

              (x) "Option Award" means, collectively, the Options granted to a
Grantee as of a particular Grant Date as evidenced by an Option Agreement.

              (y) "Option Agreement" means the written agreement entered into by
Genesys and a Grantee evidencing an Option Award hereunder and setting forth the
terms and conditions applicable thereto.

              (z) "Plan" means the Amended and Restated Genesys Stock Incentive
Plan, effective as of June 5, 2003, as set forth herein and as amended from time
to time, together with all Schedules hereto.

              (aa) "Person" means any natural person, firm, partnership, limited
liability company, association, corporation, company, trust, business trust,
governmental authority or other entity.

              (bb) "Restricted Participant" means any Grantee, who on the
effective date of the exercise of a Vested Option is, or at any time within the
three-month period immediately preceding such effective date was, an officer,
director or other affiliate of, or a person performing similar functions for,
the Corporation who is not permitted to deposit any securities with The Bank of
New York (as depositary) under the Deposit Agreement with Genesys, dated
February 12, 2001.

              (cc) "Retirement" means, unless otherwise defined in the
applicable Option Agreement, the Termination of a Grantee, other than by reason
of Disability or death or by the Corporation for Cause, at or after his
attainment of age 65; provided that if, as of the date of determination, the
Grantee is a party to an effective employment agreement with a different
definition of "Retirement", the definition of "Retirement" contained in such
employment agreement shall be substituted for the definition set forth above for
all purposes hereunder.

              (dd) "Securities Act" means the U.S. Securities Act of 1933, as
amended.

              (ee) "Schedule" shall mean each schedule attached to, and forming
a part of, the Plan that will be governed by the laws of any jurisdiction other
than the United States or any state thereof and that sets forth certain
additional or alternative terms and conditions that will apply to Options
granted hereunder.

              (ff) "Subsidiary" means a subsidiary of the Corporation that meets
the definition of a "subsidiary corporation" in Section 424(f) of the Code.

              (gg) "Termination" shall mean, with respect to a Grantee, the
occurrence of any event following which such Grantee is not an Employee.

              (hh) "Vested Option" means, collectively and with respect to an
Option Award, the Options covered by such award that have vested in accordance
with Paragraph (b) of Article VIII hereof.

IV.      ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Committee. Members of the
Committee shall be appointed by and shall serve at the discretion of the Board.

         Except as otherwise provided in this paragraph, the Committee shall
have discretionary authority to exercise all of the powers granted to it by the
provisions of the Plan and to interpret and construe any provision of the Plan
and the terms of any Option issued under it and any Option Agreement. Subject to
the express provisions and limitations of the Plan, the Committee may adopt such
rules, regulations, and procedures as it deems advisable for the conduct of its
affairs, and may appoint one of its members to be its chairman and any person,
whether or not a member, to be its secretary or agent.

         Decisions of the Committee shall be final and binding on all parties
and all decisions, determinations, selections and other actions permitted or
required to be taken or made by the Committee with respect to the Plan or any
Option granted hereunder or Option Agreement shall be subject to the absolute
discretion of the Committee. No member of the Committee or the Board shall be
liable to any Grantee for any action, omission, or determination relating to the
Plan and each member of the Committee and the Board shall be indemnified by
Genesys to the fullest extent permitted by law with respect to any action taken
or determination made in good faith in connection with the Plan. The Board shall
act by vote or written consent of a majority of its members.

V.       CAPITAL STOCK SUBJECT TO AWARDS.

              (a) Shares Available Under the Plan.

         The aggregate number of shares of Common Stock issued, including shares
issued in the form of ADSs (represented by ADRs) pursuant to Option Awards
granted under the Plan shall not exceed 1,550,000 shares of Common Stock, which
number is subject to adjustment pursuant to Article X. Shares of Common Stock
issued, including shares issued in the form of ADSs (represented by ADRs)
pursuant to Options granted hereunder shall be provided from shares in Genesys'
treasury or from shares authorized but unissued. In the event that any
outstanding Option Award expires, terminates or is cancelled for any reason
without the issuance of all shares of Common Stock (whether or not represented
by ADRs) covered by such Option Award, such unissued shares of Common Stock
subject to such Option Award shall again be available for grant under the Plan.

              (b) Limitations On Awards.

         During the term of the Plan, no Employee may be granted Options to
purchase more than an aggregate of 550,000 shares of Common Stock (whether or
not represented by ADRs), which number is subject to adjustment pursuant to
Article X.

VI.      ELIGIBILITY.

         Those Employees of the Corporation selected by the Committee shall be
eligible to receive Option Awards pursuant to the Plan from time to time, as
determined by the Committee.

VII.     DESIGNATION OF GRANTEES.

         Subject to the provisions of the Plan, the Committee may determine from
time to time which of those eligible Employees will be granted an Option Award
under the Plan, and how many Options will be covered by any Option Award granted
to such Employee. Subject to paragraph (e) of Article VIII herein, each Option
shall represent a right to purchase two (2) ADS. In making such determinations,
the Committee shall take into account the duties and responsibilities of each
Employee, his or her present and potential contributions to the growth and
success of the Corporation, and such other factors as the Committee shall deem
consistent with the purposes of the Plan. The Committee shall not be precluded
from granting Option Awards to any eligible Employee solely because such
Employee has previously received a grant of an Option Award under the Plan.

VIII.    TERMS OF OPTIONS.

         Option Awards granted under the Plan shall be evidenced by an Option
Agreement substantially in the form attached hereto as Exhibit A or, subject to
Article IV hereof, in such other form as the Committee shall approve. Each
Option shall be clearly identified in the Option Agreement evidencing its grant
as a non-qualified stock option that is not intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Code or as an Incentive
Stock Option and shall be subject to the following terms and conditions, any
applicable terms and conditions set forth in a Schedule and such other terms and
conditions set forth in the Option Agreement that are not inconsistent with the
terms of the Plan, as the Committee shall determine:

              (a) Number of Shares and Option Exercise Price.

         The purchase price for each ADS subject to an Option shall be
determined by the Committee and set forth in the applicable Option Agreement,
provided that, with respect to an Incentive Stock Option, the purchase price for
an ADS shall not be less than the Fair Market Value of an ADS on the Grant Date
of such Option and, with respect to Options that are not Incentive Stock
Options, the purchase price for an ADS shall not be less than 95% of the Fair
Market Value of an ADS on the Grant Date.

              (b) Limitations on Exercise of Options.

         Unless otherwise provided in the applicable Option Agreement, Options
covered by an Option Award shall become vested and exercisable in installments
as follows: (x) with respect to 10% of the Options covered thereby on the first
anniversary of the Grant Date, (y) with respect to an additional 7.5% of the
Options covered thereby on the last day of each of the eleven calendar quarters
immediately following the first anniversary of the Grant Date and (z) with
respect to the remaining 7.5% of the Options covered thereby on the fourth
anniversary of the Grant Date; provided in the case of each such installment,
that (I) the Grantee remains in the continuous employment of the Corporation
from the Grant Date through the applicable vesting date, (II) no Option shall be
exercisable after the Normal Expiration Date and (III) each Option shall be
subject to earlier termination, expiration or cancellation as provided in the
Plan or in the applicable Option Agreement.

         At the time an Option is granted, the Committee may provide in the
applicable Option Agreement or, at any time thereafter the Committee may
stipulate that, if a Change in Control occurs, the limitations set forth above
in this paragraph (b) shall lapse with respect to such Option and that such
Option shall become immediately vested and exercisable in full.

              (c) Duration of Option.

              (i) Upon a Grantee's Termination for any reason, (A) all of the
Options covered by Option Awards then held by such Grantee that are not Vested
Options as of the date of Termination shall expire immediately upon such
Termination and (B) all of the Options covered by Option Awards then held by
such Grantee that are Vested Options shall remain exercisable following such
Termination until the earliest of the dates specified in the applicable clauses
(1) through (5) below and any such Vested Options that are not exercised prior
to such earliest date shall expire immediately upon such earliest date:

               if such Termination is for Cause, the commencement of business on
               the date notice of Termination is communicated to the Grantee;

               if such Termination is for any reason other than Cause,
               Retirement, death or Disability, the 90th day after the effective
               date of Termination;

               if such Termination is due to the Grantee's Disability or
               Retirement, the Normal Expiration Date, provided, however, that,
               with respect to Incentive Stock Options, (x) if such Termination
               is due to the Grantee's Disability, such Vested Options shall
               remain exercisable until the first anniversary of such Disability
               and (y) if such Termination is due to the Grantee's Retirement,
               such Vested Options shall remain exercisable until the 90th day
               after the effective date of such Termination;

               if such Termination is due to the Grantee's death, the six-month
               anniversary of such death; and

               in all cases, the Normal Expiration Date for each such Vested
               Option.

         Notwithstanding the foregoing provisions, the Committee may specify in
the Option Agreement on or after the Grant Date a different expiration date or
period of exercise for any Option granted hereunder and may provide for the
continued vesting of any Options following a Grantee's Termination, and such
expiration date or period and provision for continued vesting shall supersede
the foregoing.

              (d) Nonassignability of Options.

              No Options granted under the Plan may be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except that Options
may be transferred (i) by will or by the laws of descent and distribution or
(ii) with the prior written consent of the Committee, to (A) a trust or trusts
for the exclusive benefit of the Grantee's Family Members or (B) a partnership
or limited liability company for the exclusive benefit of such Family Members or
of which such Family Members and/or trusts are the sole partners or members, as
the case may be, provided that the deceased Grantee's beneficiary or the
representative of the Grantee's estate or the Grantee's permitted transferee
shall acknowledge and agree in writing, in a form reasonably acceptable to
Genesys, to be bound by the provisions of the Plan and any applicable Option
Agreement as if such beneficiary or the estate were the Grantee. During a
Grantee's lifetime, Options shall be exercisable only by such Grantee or his
permitted transferees as described above in this paragraph (c). Notwithstanding
the foregoing, an Incentive Stock Option shall not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated otherwise than by will
or by the laws of descent and distribution.

              (e) Manner of Exercise.

              Notwithstanding any other provision in the Plan or any applicable
Option Agreement, if on the effective date of the exercise of a Vested Option
the Grantee is a Restricted Participant, such Grantee shall receive one (1)
share of Common Stock in lieu of two (2) ADSs in respect of each such exercised
Vested Option.

              Subject to the terms and conditions set forth in the Plan and the
applicable Option Agreement, Vested Options under an Option Award may be
exercised at one time or from time to time, except that each partial exercise of
an Option Award shall be for at least 200 ADSs or 100 shares of Common Stock, as
the case may be, or, if fewer than 200 ADSs or 100 shares remain outstanding
under the Option Award, for all the remaining shares of ADSs or shares of Common
Stock. Vested Options shall be exercised by delivering written notice to
Genesys' principal office, to the attention of Genesys' Chief Human Resources
Officer, no less than three business days in advance of the effective date of
the proposed exercise. Such notice shall specify the number of Vested Options
that are being exercised, the effective date of the proposed exercise, the
aggregate exercise price due in connection with such proposed exercise, the
proposed form of payment and shall be signed by the Grantee. The Grantee may
withdraw such notice at any time prior to the close of business on the business
day immediately preceding the effective date of the proposed exercise.

              (f) Payment for ADSs or Shares of Common Stock.

         Payment for ADSs or shares of Common Stock, as the case may be,
purchased upon the exercise of a Vested Option shall be made in cash or by check
or wire transfer on or prior to the effective date of such exercise.

         Subject to the Grantee's payment of withholding taxes pursuant to the
following Paragraph (g), an ADR (representing the ADS or ADSs) or a share of
Common Stock, as the case may be, purchased upon the exercise of one or more
Vested Options shall be issued in the name of such Grantee (or, if applicable,
the estate or permitted transferee, etc.) and delivered to the Grantee (or, if
applicable, the estate or permitted transferee, etc.) as soon as practicable
following the effective date on which such Vested Option or Options are
exercised. The shares of Common Stock issued, including shares issued in the
form of an ADS, pursuant to the Plan pursuant to the exercise of a Vested Option
shall be fully paid and nonassessable.

              (g) Payment of Withholding Taxes.

         Payment in full of any federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to the exercise of a Vested
Option shall be made to the Corporation in cash or by check or wire transfer on
or prior to the effective date of the exercise of such Vested Option.

              (h) Voting and Dividend Rights.

         No Person shall have any voting or dividend rights or any other rights
of a stockholder with respect to an ADS or a share of Common Stock (including
any share of Common Stock underlying an ADS) covered by an Option before such
Person exercises the Option with respect to such ADS or Common Stock and the ADR
representing such ADS or the Common Stock is issued to such person.

              (i) Certain Terms Applicable to Incentive Stock Options.

         The aggregate Fair Market Value of ADSs with respect to which Incentive
Stock Options granted under the Plan (together with any such options granted
under any other stock option plan of the Corporation or any Subsidiary thereof)
are exercisable for the first time by a Grantee during any calendar year shall
not exceed $100,000. Such Fair Market Value shall be determined as of the date
on which each such Incentive Stock Option is granted. In the event that such
aggregate Fair Market Value exceeds $100,000, then Incentive Stock Options
granted hereunder to such Grantee shall, to the extent of such excess and in the
order in which they were granted, automatically be deemed not to be Incentive
Stock Options, but all other terms and provisions of such Incentive Stock
Options shall remain unchanged.

         No Incentive Stock Option may be granted to an individual if, at the
time of the proposed grant, such individual owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of Genesys or
any of its Subsidiaries, unless (i) the exercise price per ADS covered by such
Incentive Stock Option is at least one hundred and ten percent of the Fair
Market Value of an ADS at the time such Incentive Stock Option is granted and
(ii) such Incentive Stock Option is not exercisable after the expiration of five
years after the date such Incentive Stock Option is granted.

IX.      COMPLIANCE WITH LAW AND OTHER CONDITIONS.

              (a) Restrictions on Exercise of Options.

         Genesys shall not be obligated to effect the registration pursuant to
the Securities Act of any Common Stock or ADSs to be issued hereunder or to
effect similar compliance under any state laws. Notwithstanding anything herein
to the contrary, Genesys shall not be obligated to cause to be issued or
delivered any ADRs representing ADSs or shares of Common Stock pursuant to the
Plan unless and until Genesys is advised by its legal counsel that the issuance
and delivery of such ADRs or shares is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock or ADSs are traded. The Committee may
require, as a condition to the issuance and delivery of ADRs representing ADSs
or shares of Common Stock pursuant to the terms hereof, that the recipient of
such ADRs or shares make such covenants, agreements and representations, and
that such ADRs or shares bear such legends, as the Committee deems necessary or
desirable.

         The exercise of any Option granted hereunder shall only be effective at
such time as counsel to Genesys shall have determined that the issuance and
delivery of ADRs or shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock or
ADSs are traded. Genesys may, in its sole discretion, defer the effectiveness of
any exercise of an Option granted hereunder to allow the issuance of ADRs or
Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws. Genesys shall inform the Grantee in writing of
its decision to defer the effectiveness of the exercise of an Option granted
hereunder. During the period that the effectiveness of the exercise of an Option
has been deferred, the Grantee may, by written notice, withdraw such exercise
and obtain the refund of any amount paid with respect thereto.

              (b) Restrictions on Resale of Unregistered Shares.

         If the shares of Common Stock or ADSs that have been sold to a Grantee
pursuant to the terms of the Plan are not registered under the Securities Act of
1933, as amended, pursuant to an effective registration statement, such Grantee
may be required, if the Committee shall deem it advisable, to agree in writing
(i) that any shares of Common Stock or ADSs acquired by such Grantee pursuant to
the Plan will not be sold except pursuant to an effective registration statement
under the Securities Act or pursuant to an exemption from registration under the
Securities Act, and (ii) that such Grantee is acquiring such ADSs or shares for
his own account and not with a view to the distribution thereof.

X.       ADJUSTMENTS.

              (a) Adjustments in Capitalization. In the event of any change in
the number, class or type of shares of Common Stock outstanding, the number,
class or type of securities represented by an ADS or other change in the
capitalization of Genesys by reason of any stock dividend or split,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or similar event or transaction (each, an "Adjustment Event"), the
Committee may make such adjustments as it determines are appropriate to (i) the
maximum aggregate number of shares of Common Stock and/or the class or type of
securities with respect to which Options may be granted under the Plan, (ii) the
maximum number of Options and/or the class or type of securities covered by such
Options that may be granted under the Plan to any individual during any twelve
month period, (iii) the number of ADSs and/or the number, class or type of
securities covered by then outstanding Option Awards and the per share exercise
price for such securities under such Option Awards, (iv) the number of ADSs
represented by one ADR and (v) the number of shares of Common Stock represented
by on ADS.

              In addition, in connection with an Adjustment Event, the Committee
may provide for the conversion of each Option outstanding immediately prior to
such event (whether or not then vested or exercisable) into an equivalent
option, on the same terms and conditions, with respect to some or all of the
property for which the outstanding shares of the class of stock underlying such
Option is exchanged in connection with such event and, incident thereto, make
such adjustments in the exercise price and/or the number of securities or amount
or type of property subject to such converted option as it determines.

              Except as expressly provided in the Plan or an Option Agreement,
no Grantee shall have any rights by reason of any Adjustment Event or by reason
of (i) any subdivision or consolidation of shares of stock of any class, (ii)
the payment of any dividend or any increase or decrease in the number of shares
of stock of any class or (iii) any dissolution, liquidation, merger or
consolidation of Genesys or any other corporation.

              (b) Change in Control. In the event of a Change in Control, the
Committee may provide that each outstanding Option shall become immediately
vested and exercisable, unless such Option is converted into or otherwise
exchanged for an equivalent option, on the same terms and conditions, with
respect to some or all of the securities or other property for which the
outstanding shares of the class of stock underlying such Option is exchanged in
connection with the Change in Control and, incident thereto, adjusted with
respect to the exercise price and/or the number of shares or amount or type of
securities or other property subject to such converted option as the Committee
determines.

XI.      MISCELLANEOUS PROVISIONS.

              (a) No Right to Receive Award.

         Nothing in the Plan shall be construed to give any Employee any right
to receive an Option Award under the Plan or any Grantee to receive additional
Option Awards under the Plan.

              (b) Expenses of Plan.

         The expenses of the Plan shall be borne by Genesys.

              (c) Conversion.

         For Genesys accounting purposes, the purchase price for an Option will
be converted at the U.S. dollar/Euro exchange rate existing on the day
immediately preceding the Grant Date of such Option.

XII.     AMENDMENT, SUSPENSION, OR TERMINATION.

              (a) Amendment.

         The Plan may be amended at any time and from time to time by the Board,
but no amendment that increases the aggregate number of shares of Common Stock
that may be granted pursuant to the Plan or the aggregate number of Options
permitted to be granted to any Grantee during the term of the Plan as set forth
in Section V(b) hereof, that enlarges the class of individuals entitled to
receive Option Awards under the Plan or that extends the period during which
Option Awards may be granted under the Plan shall be effective unless and until
the same is approved, at a meeting held to take such action at which a quorum is
present, by the affirmative vote of the holders of a majority of the shares of
Common Stock of Genesys present in person or by proxy and entitled to vote.
Without the written consent of a Grantee, no amendment of the Plan shall
adversely affect any right of such Grantee with respect to any then outstanding
Option Award theretofore granted to him or to her.

              (b) Right of Board to Suspend or Terminate Plan.

         The Board may at any time suspend or terminate the Plan. No Option
Awards may be granted during any suspension of the Plan or after the Plan has
been terminated.

              (c) Termination of Plan.

         The Plan shall terminate upon the earlier of the following dates:

                   (i) On the date of termination specified in a resolution of
         the Board, or

                   (ii) On a date three years from the date on which the Plan is
         approved by the Board.

         Except as otherwise provided herein, the termination of the Plan shall
not affect any then outstanding Option Awards previously granted. After the Plan
terminates, the function of the Committee will be limited to supervising the
administration of Option Awards previously granted.

XIII.    GOVERNING LAW.

         The Plan and all Option Awards made thereunder shall be governed by the
laws of the State of New York without reference to principles of conflict of
laws which would require application of the law of another jurisdiction.

XIV.     ADOPTION BY BOARD.

         The Plan shall become effective upon its adoption by the Board.