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EXHIBIT 10.1.2




RAINDANCE COMMUNICATIONS, INC.


2000 Equity Incentive Plan




Stock Option Agreement

(Incentive and Nonstatutory Stock Options)



     Pursuant to the Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
Raindance Communications, Inc. (the “Company”) has granted you (“Participant”) an option under its
2000 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common
Stock indicated in the Grant Notice at the exercise price indicated in the Grant Notice. Defined
terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.



     The details of your option are as follows:



     1.     Vesting. Subject to the limitations contained herein, your option will vest as
provided in the Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.



     2.     Number of Shares and Exercise Price. The number of shares subject to your option
and your exercise price per share referenced in the Grant Notice may be adjusted from time to time
for Capitalization Adjustments, as provided in the Plan.



     3.     Exercise prior to Vesting (“Early Exercise”). If permitted in the Grant Notice
(i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and
subject to the provisions of this option, you may elect at any time that is both (i) during the
period of your Continuous Service and (ii) during the term of your option, to exercise all or part
of your option, including the nonvested portion of your option; provided, however, that:



          (a)     a partial exercise of your option shall be deemed to cover first vested shares and then
the earliest vesting installment of unvested shares;



          (b)     any shares so purchased from installments which have not vested as of the date of exercise
shall be subject to the purchase option in favor of the Company as described in the Company’s form
of Early Exercise Stock Purchase Agreement;



          (c)     you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a
vesting schedule that will result in the same vesting as if no early exercise had occurred; and



          (d)     if your option is an incentive stock option, then, as provided in the Plan, to the extent
that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to
which your option plus all other incentive stock options you hold are exercisable for the first
time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds
one hundred thousand dollars ($100,000), the options or portions thereof that exceed



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such limit (according to the order in which they were granted) shall be treated as
nonstatutory stock options.



     4.     Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or in any other manner permitted by the Grant Notice, which may include one or more
of the following:



          (a)     In the Company’s sole discretion at the time your option is exercised and provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board which, prior to the issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds.



          (b)     Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock that
either have been held for the period required to avoid a charge to the Company’s reported earnings
(generally six months) or were not acquired, directly or indirectly from the Company, that are
owned free and clear of any liens, claims, encumbrances or security interests, and that are valued
at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole
discretion of the Company at the time your option is exercised, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, your option may not be exercised by tender to the Company
of Common Stock to the extent such tender would constitute a violation of the provisions of any
law, regulation or agreement restricting the redemption of the Company’s stock.



     5.     Whole Shares. Your option may only be exercised for whole shares.



     6.     Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, your option may not be exercised unless the shares issuable upon exercise of your option
are then registered under the Securities Act or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply with other
applicable laws and regulations governing the option, and the option may not be exercised if the
Company determines that the exercise would not be in material compliance with such laws and
regulations.



     7.     Term. The term of your option commences on the Date of Grant and expires upon the
earliest of the following:



          (a)     Three (3) months after the termination of your Continuous Service for any reason other
than Disability or death, provided that if during any part of such three (3) month period the
option is not exercisable solely because of the condition set forth in paragraph 6, the option
shall not expire until the earlier of the Expiration Date or until it shall have been



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exercisable for an aggregate period of three (3) months after the termination of your
Continuous Service;



          (b)     twelve (12) months after the termination of your Continuous Service due to Disability;



          (c)     eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates;



          (d)     the Expiration Date indicated in the Grant Notice; or



          (e)     the tenth (10th) anniversary of the Date of Grant.



     If your option is an incentive stock option, note that, to obtain the federal income tax
advantages associated with an “incentive stock option,” the Code requires that at all times
beginning on the date of grant of the option and ending on the day three (3) months before the date
of the option’s exercise, you must be an employee of the Company or an Affiliate, except in the
event of your death or your Disability. The Company has provided for extended exercisability of
your option under certain circumstances for your benefit, but cannot guarantee that your option
will necessarily be treated as an “incentive stock option” if you provide services to the Company
or an Affiliate as a Consultant or Director or if you exercise your option more than three (3)
months after the date your employment with the Company or an Affiliate terminates.



     8.     Exercise.



          (a)     You may exercise the vested portion of your option (and the unvested portion of your
option if the Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company,
or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require.



          (b)     By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter an arrangement providing for the payment by you to the Company
of any tax withholding obligation of the Company arising by reason of (1) the exercise of your
option, (2) the lapse of any substantial risk of forfeiture to which the shares are subject at the
time of exercise, or (3) the disposition of shares acquired upon such exercise.



          (c)     If your option is an incentive stock option, by exercising your option you agree that you
will notify the Company in writing within fifteen (15) days after the date of any disposition of
any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.



          (d)     By exercising your option you agree that the Company (or a representative of the
underwriters) may, in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging



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or similar transaction with the same economic effect as a sale, any shares of Common Stock or
other securities of the Company held by you, for a period of time specified by the underwriter(s)
(not to exceed one hundred eighty (180) days) following the effective date of the registration
statement of the Company filed under the Securities Act. You further agree to execute and deliver
such other agreements as may be reasonably requested by the Company and/or the underwriter(s) which
are consistent with the foregoing or which are necessary to give further effect thereto. In order
to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect
to your Common Stock until the end of such period.



          (e)     No Transfer. Your option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option.



     9.     Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective shareholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



     10.     Withholding Obligations.



          (a)     At the time your option is exercised, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a “same
day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise
in connection with your option.



          (b)     Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable conditions or restrictions of law, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares having a Fair Market Value, determined by the Company as of the date of
exercise, not in excess of the minimum amount of tax required to be withheld by law. If the date
of determination of any tax withholding obligation is deferred to a date later than the date of
exercise of your option, share withholding pursuant to the preceding sentence shall not be
permitted unless you make a proper and timely election under Section 83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect to which
such determination is otherwise deferred, to accelerate the determination of such tax withholding
obligation to the date of exercise of your option. Notwithstanding the filing of such election,
shares shall be withheld solely from fully vested shares of Common Stock determined as of the date
of exercise of your option that are otherwise



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issuable to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.



     Your option is not exercisable unless the tax withholding obligations of the Company and/or any
Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired
even though your option is vested, and the Company shall have no obligation to issue a certificate
for such shares or release such shares from any escrow provided for herein.



     11.     Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     12.     Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




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