Exhibit 10.2
 
STOCK OPTION AWARD AGREEMENT
 
pursuant to the
XETA TECHNOLOGIES, INC.
2004 OMNIBUS STOCK INCENTIVE PLAN
 
 
SUMMARY OF STOCK OPTION AWARD
 


	Employee Name (the “Employee”):
	 
	 
	 

	Date of Grant (“Date of Grant”):
	 
	 
	 

	No. of Shares Subject to Option (the “Shares”):
	 
	 
	 

	Exercise Price per Share (the “Exercise Price”):
	 
	 
	 

	Vesting Date (the “Vesting Date”):
	 
	 
	 

	Option  Expiration Date: (the “Expiration Date”)
	 
	 
	 

	Identification of Option as either (check one): 
	 
	 
	 
	 

	                                  
	 
	Incentive Stock Option
	 
	 

	 
	 
	(subject to Section 2 below)
	 
	 

	 
	OR
	 
	 
	 

	                          
	 
	Non-qualifying Stock Option
	 
	 




 
The foregoing Stock Option Award was granted by XETA Technologies, Inc. (the “Company”) on December 5, 2007 pursuant to its 2004 Omnibus Stock Incentive Plan as amended April 15, 2004 (the “Plan”), and is subject to all of the terms and conditions set forth in this Stock Option Award Agreement (the “Agreement”) and the Plan, all of which are deemed incorporated herein in their entirety as one single and fully integrated agreement.


 


TERMS OF AWARD


 


Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Plan.


 


1.             Grant of Option.  As of the Date of Grant, the  Company has granted to the Employee a right to purchase the
Shares at the Exercise Price per share, subject to the terms and provisions of
this Agreement and the Plan, as may be amended from time to time (the “Option”).  Except as otherwise provided in Section 6
below, the Option will automatically expire on the Expiration Date.  In no event shall the Option or any portion
thereof be exercised or deemed exercisable at any time beyond the Expiration
Date.


 


2.             Qualification of Option.  The Option is
intended to qualify as an Incentive Stock Option as defined in Section 422
of the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares


 

















 


designated as Incentive Stock Options which become exercisable for the
first time by the Employee during any calendar year (under the Plan and any
other stock option plans of the Company) exceeds $100,000, the Shares that
exceed such limit (according to the order in which they were granted) shall be
treated as Non-Qualified Stock Options for tax purposes.


 


3.             Option
Term.  The Option shall have a
term of six (6) years measured from the Date of Grant (the “Term”) and
shall accordingly expire at the close of business on the Expiration Date,
unless sooner terminated in accordance with Section 6 below or otherwise
as may be provided under the Plan.


 


4.             Vesting
Schedule and Right to Exercise.  The
Option shall be unvested until December 5, 2010, when it will become fully
vested and exercisable.  Once the Option
is vested, the Option may be exercised in whole or in part at any time and from
time to time during the Term until the Expiration Date, or until sooner
termination of the Term pursuant to Section 6 below or as otherwise may be
provided under the Plan.


 


5.             Manner
of Exercising Option.


 


(a)           Notice of Exercise.  The
Option shall be exercisable by
delivering a written notice at least one business day in advance of the
proposed exercise date.  The notice shall
be delivered to the attention of the Company’s Corporate Secretary at the
Company’s principal office in Broken Arrow, OK. 
The notice shall be signed by the Employee (or such other person as may
have the right to exercise the Option) and shall state (i) the election to
exercise the Option, (ii) the whole number of shares in respect of which
the Option is being exercised, and (iii) the date of the proposed
exercise.


 


(b)           Payment.  Payment of the Exercise Price for the shares purchased upon exercise
shall be made on or before the proposed exercise date either by:


 


(i)                                   cash, certified check, bank cashier’s check
or wire transfer;


(ii)                                payment through a broker-dealer sale and
remittance procedure pursuant to which the Employee (x) shall provide
written instructions to a brokerage firm to effect the immediate sale of some
or all of the purchased shares and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares, and (y) shall
provide written instructions to the Company to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the sale
transaction;


(iii)                             delivering (x) such number of shares of
common stock in the Company which have been owned by the Employee for at least
six months, and which have a Fair Market Value as of the Exercise Date equal to
the Exercise Price due for the purchased shares, and (y) appropriate stock
powers duly signed by the Employee; or


 


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(iv)                              any combination of the foregoing methods or
such other method as may be permitted by the Committee.


 


(c)           Taxes.  The Employee shall make appropriate arrangements with the Company for
the satisfaction of all federal, state and local income and employment tax
withholding obligations applicable to the Option exercise, as provided under
the Plan.


 


(d)           Other Documentation.  The Employee shall execute and deliver to the
Company such written representations as may be requested by the Company in
order for it to comply with applicable requirements of federal and state
securities laws, as well as any other applicable laws, rules or
regulations.


 


(e)           Exercise Date.  The Option shall be deemed to be exercised upon receipt by the Company
of each of the foregoing (the “Exercise Date”).


 


6.             Termination
of Employment.


 


(a)           If
the Employee’s employment with the Company terminates for any reason before
the Option vests, then the Option shall automatically expire upon such date of
termination and cease to be outstanding.


 


(b)           If,
after the Option vests, the Employee’s employment with the Company
terminates:


 


(i)            for any
reason other than death, Disability or Cause,
the Employee will have the right to exercise the Option for a period of three
months (or 120 days in the case of a Non-Qualified Stock Option) following the
date of such termination or until the Expiration Date, whichever first
arrives.  At the end of such three months
(or 120 days if applicable), the Term of the Option will expire;


 


(ii)           due to the Employee’s death, then the
Employee or the person or persons to whom his rights pass by will or by the
laws of descent and distribution, will have the right to exercise the Option
for a period of one (1) year following the Employee’s date of death or
until the Expiration Date, whichever first arrives;


 


(iii)          due to the Employee’s Disability, then the Employee or
his duly appointed guardian, if any, will have the right to exercise the Option
for a period of  one (1) year after
the date of such termination or until the Expiration Date, whichever first
arrives;


 


(iv)          for Cause (as defined in the Plan), the Option shall
be immediately forfeited unless already duly exercised prior to the date of
such termination for Cause.


 


(c)           Notwithstanding anything to the contrary
contained in this Agreement, in no event shall the Option be exercised at any
time after its Expiration Date.


 


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7.             Shareholder Rights.   Employee’s ownership of the
shares purchased by exercise of the Option shall not be registered on the books
of the Company until all requirements for exercise of the Option under Section 5
of this Agreement and under the Plan have been satisfied with respect to such
Shares.  The Employee shall not be deemed
to be a shareholder or to have any rights of a shareholder with respect to any
Shares until such time as ownership of the shares purchased upon exercise has
been recorded on the books of the Company, either by direct registration or the
issuance of a stock certificate, whichever is applicable.


 


8.             Transferability. 
The Option
is not transferable and may not be assigned by the Employee, other than by will
or by the laws of descent and distribution following the Employee’s death.  A transfer by will or by the laws of descent
and distribution shall not be effective to bind the Company until the documents
described in Section 20 of the Plan have been duly provided to the
Company.  Notwithstanding the foregoing,
Options that are not Incentive Stock Options may, in the sole discretion
of the Committee, be transferred during the Employee’s lifetime to certain
family members only upon the conditions and as further prescribed in Section 20
of the Plan.


 


9.             Change in Control. 
In the event of a Change in Control as defined in the Plan, the Option
will be governed by the terms of Section 7(f) of the Plan.


 


10.          Construction;
Governing Law.  This Agreement and the Option evidenced
hereby are made and granted pursuant to the Plan and in are in all respects
limited by and subject to the terms of the Plan.  All decisions of the Committee we respect to
any question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in the Option.  In the event of any conflict between the
terms of the Plan and the terms of this Agreement, the terms of the Plan shall
govern.  This Agreement shall be governed
by the laws of the State of Oklahoma, without resort to that state’s
conflict-of-laws rules.


 


11.          Nature
of Option and Acknowledgement of Employee.  In accepting the Option, the Employee acknowledges
and agrees that:


 


(a)           the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time, unless otherwise provided in the Plan or this Agreement;


 


(b)           the
award of the Option is voluntary and does not create any right on the part of
the Employee to receive future grants of options; all decisions with respect to
future option grants, if any, will be at the sole discretion of the Company;


 


(c)           neither
the Option, nor this Agreement confers upon the Employee any right with respect
to the continuation of employment with the Company; and


 


(d)           the
future value of the Shares is unknown and cannot be predicted with any degree
of certainty.


 


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EXECUTED
in Broken Arrow, Oklahoma, on and as of the Effective Date.


 


 


XETA TECHNOLOGIES, INC.


 


 


	
   

  	
   

  
	
  Greg D. Forrest

  
	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  “Employee”

  
	
   

  
	
   

  	
   

  



 


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