LATITUDE COMMUNICATIONS, INC.

                        1999 DIRECTORS' STOCK OPTION PLAN

         1. PURPOSE OF THE PLAN.  The purposes of this  Directors'  Stock Option
Plan are to attract  and  retain the best  available  personnel  for  service as
Directors  of the  Company,  to  provide  additional  incentive  to the  Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

                  All options  granted  hereunder  shall be  nonstatutory  stock
options.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

                  (a) "BOARD" means the Board of Directors of the Company.

                  (b) "CHANGE OF CONTROL"  means a sale of all or  substantially
all of the Company's  assets, or any merger or consolidation of the Company with
or into another  corporation  other than a merger or  consolidation in which the
holders  of  more  than  50% of the  shares  of  capital  stock  of the  Company
outstanding  immediately  prior to such transaction  continue to hold (either by
the voting  securities  remaining  outstanding or by their being  converted into
voting  securities  of the  surviving  entity) more than 50% of the total voting
power  represented  by the voting  securities of the Company,  or such surviving
entity, outstanding immediately after such transaction.

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

                  (d) "COMMON STOCK" means the Common Stock of the Company.

                  (e) "COMPANY" means Latitude Communications,  Inc., a Delaware
corporation.

                  (f) "CONTINUOUS STATUS AS A DIRECTOR" means the absence of any
interruption or termination of service as a Director.

                  (g) "CORPORATE TRANSACTION" means a dissolution or liquidation
of the Company, a sale of all or substantially all of the Company's assets, or a
merger,  consolidation  or other capital  reorganization  of the Company with or
into another corporation.

                  (h) "DIRECTOR" means a member of the Board.

                  (i)  "EMPOLYEE"  means any  person,  including  any officer or
Director,  employed by the Company or any Parent or  Subsidiary  of the Company.
The payment of a director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.

<PAGE>

                  (j)  "EFFECTIVE  DATE"  means  the later of the date the Board
approves this Plan or the effective date of the  Registration  Statement on Form
S-1 for the initial public offering of the Company's Common Stock.

                  (k) "EXCHANGE ACT" means the Securities  Exchange Act of 1934,
as amended.

                  (l)  "OPTION"  means a stock  option  granted  pursuant to the
Plan. All options shall be  nonstatutory  stock options (i.e.,  options that are
not  intended to qualify as incentive  stock  options  under  Section 422 of the
Code).

                  (m)  "OPTIONED  STOCK"  means the Common  Stock  subject to an
Option.

                  (n)  "OPTIONEE"  means an Outside  Director  who  receives  an
Option.

                  (o)  "OUTSIDE  DIRECTOR"  means  a  Director  who  is  not  an
Employee.

                  (p)  "PARENT"  means a "parent  corporation,"  whether  now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (q) "PLAN" means this 1999 Director' Stock Option Plan.

                  (r) "SHARE" means a share of the Common Stock,  as adjusted in
accordance with Section 11 of the Plan.

                  (s) "SUBSIDIARY" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

         3. STOCK SUBJECT TO THE PLAN.  Subject to the  provisions of Section 11
of the Plan,  the maximum  aggregate  number of Shares which may be optioned and
sold under the Plan is 250,000  Shares of Common Stock (the "POOL").  The Shares
may be authorized, but unissued, or reacquired Common Stock.

         If an  Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan has been terminated,  become available for future
grant under the Plan. In addition,  any Shares of Common Stock that are retained
by the Company upon exercise of an Option in order to satisfy the exercise price
for such Option,  or any  withholding  taxes due with respect to such  exercise,
shall be  treated as not issued and shall  continue  to be  available  under the
Plan. If Shares that were  acquired upon exercise of an Option are  subsequently
repurchased  by the  Company,  such Shares shall not in any event be returned to
the Plan and shall not become available for future grant under the Plan.

         4.       ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.

                  (a)  ADMINISTRATOR.  Except as otherwise  required herein, the
Plan shall be administered by the Board.

<PAGE>

                  (b)  PROCEDURE  FOR  GRANTS.  All grants of Options  hereunder
shall be automatic and nondiscretionary and shall be made strictly in accordance
with the following provisions:

                           (i)  No person shall have any discretion to

select which  Outside  Directors  shall be granted  Options or to determine  the
number of Shares to be covered by Options granted to Outside Directors.

                           (ii) Each Outside Director shall be automatically

granted an Option to purchase  20,000 Shares (the "FIRST OPTION") on the date on
which such person first becomes an Outside Director, whether through election by
the stockholders of the Company or appointment by the Board to fill a vacancy.

                           (iii) Each Outside Director shall thereafter be

automatically granted an Option to purchase 5,000 Shares (a "SUBSEQUENT OPTION")
on the date of each Annual  Meeting of the  Company's  stockholders  immediately
following which such Outside Director is serving on the Board, provided that, on
such date,  he or she shall have served on the Board for at least six (6) months
prior to the date of such Annual Meeting.

                           (iv)     Notwithstanding the provisions of

subsections  (ii) and (iii)  hereof,  in the event that a grant  would cause the
number  of Shares  subject  to  outstanding  Options  plus the  number of Shares
previously purchased upon exercise of Options to exceed the Pool, then each such

 automatic  grant shall be for that number of Shares  determined by dividing the
total number of Shares  remaining  available  for grant by the number of Outside
Directors  receiving an Option on the automatic  grant date.  Any further grants
shall then be deferred  until such time,  if any, as  additional  Shares  become
available  for  grant  under the Plan  through  action  of the  stockholders  to
increase  the  number of Shares  which may be issued  under the Plan or  through
cancellation or expiration of Options previously granted hereunder.

                           (v)      Notwithstanding the provisions of

subsections  (ii) and  (iii)  hereof,  any grant of an Option  made  before  the
Company has obtained stockholder approval of the Plan in accordance with Section
17 hereof shall be conditioned upon obtaining such  stockholder  approval of the
Plan in accordance with Section 17 hereof.

                           (vi) The terms of each First Option granted hereunder

shall be as follows:

                                    (1)     the First Option shall be

exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 below;

                                    (2)     the exercise price per Share shall

100% of the fair  market  value  per  Share  on the  date of grant of the  First
Option, determined in accordance with Section 8 hereof; and

                                    (3)     the First Option shall become

exercisable in installments  cumulatively as to 25% of the Shares subject to the
First Option on each of the first, second, third and fourth anniversaries of the
date of grant of the Option.

<PAGE>

                           (vii) The terms of each Subsequent Option granted

hereunder shall be as follows:

                                    (1)     the Subsequent Option shall be

exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 below;

                                    (2)     the exercise price per Share shall

be 100% of the  fair  market  value  per  Share  on the  date  of  grant  of the
Subsequent Option, determined in accordance with Section 8 hereof; and

                                    (3)     the Subsequent Option shall become

exercisable in  installments of fifty percent (50%) of the Shares subject to the
Subsequent  Option on the day before each of the first and second  anniversaries
of the date of grant of the Subsequent Option.

                  (c)  POWERS  OF  THE  BOARD.  Subject  to the  provisions  and
restrictions of the Plan, the Board shall have the authority, in its discretion:
(i) to determine,  upon review of relevant  information  and in accordance  with
Section  8(b) of the Plan,  the fair market value of the Common  Stock;  (ii) to
determine the exercise price per Share of Options to be granted,  which exercise
price shall be  determined in  accordance  with Section 8 of the Plan;  (iii) to
interpret the Plan;  (iv) to prescribe,  amend and rescind rules and regulations
relating to the Plan;  (v) to  authorize  any person to execute on behalf of the
Company any instrument  required to effectuate the grant of an Option previously
granted hereunder; and (vi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.

                  (d) EFFECT OF BOARD'S DECISION. All decisions,  determinations
and interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.

                  (e)  SUSPENSION  OR  TERMINATION  OF  OPTION.   If  the  Chief
Executive  Officer or his or her designee  reasonably  believes that an Optionee
has  committed an act of  misconduct,  such  officer may suspend the  Optionee's
right to exercise any option pending a determination by the Board (excluding the
Outside  Director  accused  of such  misconduct).  If the Board  (excluding  the
Outside  Director  accused  of  such  misconduct)  determines  an  Optionee  has
committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation
owed to the Company,  breach of fiduciary  duty or  deliberate  disregard of the
Company  rules  resulting  in loss,  damage or injury to the  Company,  or if an
Optionee  makes an  unauthorized  disclosure  of any  Company  trade  secret  or
confidential   information,   engages  in  any   conduct   constituting   unfair
competition,  induces any Company customer to breach a contract with the Company
or induces any  principal  for whom the Company acts as agent to terminate  such
agency  relationship,  neither  the  Optionee  nor his or her  estate  shall  be
entitled to exercise any Option whatsoever.  In making such  determination,  the
Board of Directors  (excluding the Outside  Director accused of such misconduct)
shall act  fairly  and shall  give the  Optionee  an  opportunity  to appear and
present  evidence  on  Optionee's  behalf  at a  hearing  before  the Board or a
committee of the Board.

         5. ELIGIBILITY.  Options may be granted only to Outside Directors.  All
Options shall be automatically granted in accordance with the terms set forth in

<PAGE>

Section 4(b) above.  An Outside  Director who has been granted an Option may, if
he or she is otherwise  eligible,  be granted an additional Option or Options in
accordance with such provisions.

                  The Plan shall not  confer  upon any  Optionee  any right with
respect to  continuation  of service as a Director or  nomination  to serve as a
Director,  nor shall it  interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.

         6. EFFECTIVE DATE; TERM OF PLAN; The Plan shall become effective on the
Effective  Date and shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 13 of the Plan.

         7. TERM OF  OPTIONS.  The term of each  Option  shall be ten (10) years
from the date of grant thereof unless an Option  terminates  sooner  pursuant to
Section 9 below.

         8. EXERCISE PRICE AND CONSIDERATION.

                  (a)  EXERCISE  PRICE.  The per  Share  exercise  price for the
Shares to be issued  pursuant to exercise of an Option shall be 100% of the fair
market value per Share on the date of grant of the Option.

                  (b)  FAIR  MARKET  VALUE.  The  fair  market  value  shall  be
determined by the Board;  provided however that in the event the Common Stock is
traded on the Nasdaq  National  Market or listed on a stock  exchange,  the fair
market  value per  Share  shall be the  closing  sales  price on such  system or
exchange  on the date of grant of the Option  (or,  in the event that the Common
Stock is not traded on such date, on the immediately preceding trading date), as
reported  in THE WALL  STREE  JOURNAL,  or if there is a public  market  for the
Common Stock but the Common Stock is not traded on the Nasdaq National Market or
listed on a stock exchange, the fair market value per Share shall be the mean of
the bid and asked prices of the Common Stock in the  over-the-counter  market on
the  date of  grant,  as  reported  in THE  WALL  STREET  JOURNAL(or,  if not so
reported,  as  otherwise  reported by the  National  Association  of  Securities
Dealers Automated Quotation ("Nasdaq") System).

                  (c) FORM OF  CONSIDERATION.  The  consideration to be paid for
the Shares to be issued upon  exercise of an Option  shall  consist  entirely of
cash, check, other Shares of Common Stock having a fair market value on the date
of surrender equal to the aggregate exercise price of the Shares as to which the
Option shall be exercised (which, if acquired from the Company,  shall have been
held for at least six  months),  or any  combination  of such methods of payment
and/or any other  consideration or method of payment as shall be permitted under
applicable corporate law.

         9.       EXERCISE OF OPTION.

                  (a)  PROCEDURE  FOR  EXERCISE;  RIGHTS AS A  STOCKHOLDER.  Any
Option granted  hereunder shall be exercisable at such times as are set forth in
Section 4(b) above;  provided however that no Options shall be exercisable prior
to stockholder approval of the Plan in accordance with Section 17 below has been
obtained.

<PAGE>

                      An Option may not be exercised for a fraction of a

Share.

                           An Option shall be deemed to be exercised when

written notice of such exercise has been given to the Company in accordance with
the terms of the Option by the person  entitled to exercise  the Option and full
payment for the Shares with  respect to which the Option is  exercised  has been
received by the  Company.  Full  payment may  consist of any  consideration  and
method of payment  allowable under Section 8(c) of the Plan.  Until the issuance
(as evidenced by the appropriate  entry on the books of the Company or of a duly
authorized  transfer agent of the Company) of the stock  certificate  evidencing
such  Shares,  no right to vote or receive  dividends  or any other  rights as a
stockholder shall exist with respect to the Optioned Stock,  notwithstanding the
exercise of the Option. A share certificate for the number of Shares so acquired
shall be issued to the  Optionee as soon as  practicable  after  exercise of the
Option.  No adjustment  will be made for a dividend or other right for which the
record  date is prior to the date the stock  certificate  is  issued,  except as
provided in Section 11 of the Plan.

              Exercise of an Option in any manner shall result in a

decrease in the number of Shares which  thereafter  may be  available,  both for
purposes of the Plan and for sale under the  Option,  by the number of Shares as
to which the Option is exercised.  \ (b)  TERMINATION OF CONTINUOUS  STATUS AS A
DIRECTOR.  If an Outside Director ceases to serve as a Director,  he or she may,
but only  within  ninety  (90)  days  after  the date he or she  ceases  to be a
Director of the Company, exercise his or her Option to the extent that he or she
was entitled to exercise it at the date of such termination. Notwithstanding the
foregoing,  in no event may the Option be exercised  after its term set forth in
Section 7 has expired. To the extent that such Outside Director was not entitled
to exercise an Option at the date of such termination, or does not exercise such
Option  (to the  extent he or she was  entitled  to  exercise)  within  the time
specified  above,  the Option  shall  terminate  and the Shares  underlying  the
unexercised portion of the Option shall revert to the Plan.

                  (c)  DISABILITY  OF  OPTIONEE.  Notwithstanding  Section  9(b)
above,  in the event a Director  is unable to  continue  his or her service as a
Director  with  the  Company  as a  result  of his or her  total  and  permanent
disability (as defined in Section 22(e)(3) of the Code), he or she may, but only
within twelve (12) months from the date of such termination, exercise his or her
Option to the extent he or she was  entitled  to exercise it at the date of such
termination.  Notwithstanding  the  foregoing,  in no event  may the  Option  be
exercised after its term set forth in Section 7 has expired.  To the extent that
he or she was not entitled to exercise the Option at the date of termination, or
if he or she does not exercise such Option (to the extent he or she was entitled
to exercise) within the time specified above, the Option shall terminate and the
Shares  underlying  the  unexercised  portion of the Option  shall revert to the
Plan.

                  (d)  DEATH  OF  OPTIONEE.  In the  event  of the  death  of an
Optionee:  (A)  During  the term of the Option who is, at the time of his or her
death, a Director of the Company and who shall have been in Continuous Status as
a Director  since the date of grant of the Option,  or (B)three (3) months after
the termination of Continuous Status as a Director, the Option may be exercised,
at any time  within  twelve  (12)  months  following  the date of death,  by the
Optionee's estate or by a person who acquired the right to exercise the Option

<PAGE>

by bequest or inheritance,  but only to the extent of the right to exercise that
had  accrued  at the date of death or the date of  termination,  as  applicable.
Notwithstanding the foregoing, in no event may the Option be exercised after its
term set forth in Section 7 has expired.  To the extent that an Optionee was not
entitled to exercise the Option at the date of death or  termination or if he or
she does not  exercise  such  Option  (to the extent he or she was  entitled  to
exercise)  within the time specified  above,  the Option shall terminate and the
Shares  underlying  the  unexercised  portion of the Option  shall revert to the
Plan.

         10. NONTRANSFERABILITY OF OPTIONS. The Option may not be sold, pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of  descent  or  distribution  or  pursuant  to a  qualified
domestic relations order (as defined by the Code or the rules  thereunder).  The
designation of a beneficiary  by an Optionee does not constitute a transfer.  An
Option may be exercised  during the lifetime of an Optionee only by the Optionee
or a transferee permitted by this Section.

         11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE
TRANSACTIONS.

                  (a)  ADJUSTMENT.   Subject  to  any  required  action  by  the
stockholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option,  the  number of  Shares of Common  Stock set forth in
Sections  4(b)(ii)  and (iii)  above,  and the number of Shares of Common  Stock
which  have  been  authorized  for  issuance  under  the Plan but as to which no
Options  have yet been  granted  or which  have been  returned  to the Plan upon
cancellation  or  expiration  of an  Option,  as well as the  price per Share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  Shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock (including any such change
in the number of Shares of Common Stock effected in connection  with a change in
domicile  of the  Company)  or any other  increase  or decrease in the number of
issued Shares of Common Stock effected  without receipt of  consideration by the
Company;  provided however that conversion of any convertible  securities of the
Company  shall  not be  deemed  to  have  been  ("effected  without  receipt  of
consideration.") Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  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 of Common Stock subject to an Option.

                  (b) CORPORATE TRANSACTIONS; CHANGE OF CONTROL; In the event of
a  Corporate  Transaction,  each  outstanding  Option  shall  be  assumed  or an
equivalent option shall be substituted by the successor  corporation or a Parent
or Subsidiary of such successor  corporation,  unless the successor  corporation
does not agree to assume the  outstanding  Options or to  substitute  equivalent
options,  in which case the Options shall terminate upon the consummation of the
transaction;  provided  however  that in the event of a Change of Control,  each
Optionee  shall  have the right to  exercise  his or her Option as to all of the
Optioned Stock,  including  Shares as to which the Option would not otherwise be
exercisable, immediately prior to the consummation of such transaction.

<PAGE>

                  For  purposes  of this  Section  11(b),  an  Option  shall  be
considered assumed, without limitation, if, at the time of issuance of the stock
or other  consideration  upon such  Corporate  Transaction or Change of Control,
each  Optionee  would be entitled to receive upon exercise of an Option the same
number  and kind of shares  of stock or the same  amount  of  property,  cash or
securities  as the  Optionee  would  have  been  entitled  to  receive  upon the
occurrence of such  transaction if the Optionee had been,  immediately  prior to
such transaction,  the holder of the number of Shares of Common Stock covered by
the Option at such time (after giving effect to any adjustments in the number of
Shares  covered by the Option as  provided  for in this  Section  11);  provided
however that if such  consideration  received in the  transaction was not solely
common stock of the successor  corporation or its Parent, the Administrator may,
with the consent of the successor corporation,  provide for the consideration to
be  received  upon  exercise  of the  Option  to be solely  common  stock of the
successor  corporation  or its Parent  equal to the Fair Market Value of the per
Share consideration received by holders of Common Stock in the transaction.

                  (c) CERTAIN DISTRIBUTIONS. In the event of any distribution to
the  Company's  stockholders  of  securities of any other entity or other assets
(other than dividends  payable in cash or stock of the Company)  without receipt
of  consideration  by the Company,  the  Administrator  may, in its  discretion,
appropriately  adjust  the  price  per Share of  Common  Stock  covered  by each
outstanding Option to reflect the effect of such distribution.

         12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes,  be the date  determined  in accordance  with Section 4(b) hereof.
Notice of the  determination  shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.

         13.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a)  AMENDMENT  AND  TERMINATION.   The  Board  may  amend  or
terminate  the Plan  from  time to time in such  respects  as the Board may deem
advisable;  provided that, to the extent  necessary and desirable to comply with
the legal  requirements  relating to the  administration  of stock  option plans
under  applicable U.S. state corporate laws, U.S.  federal and applicable  state
securities  laws, the Code, any stock exchange or Nasdaq rules or regulations to
which the Company may be subject and the applicable laws of any other country or
jurisdiction  where  Options are granted  under the Plan,  as such laws,  rules,
regulations and requirements shall be in place from time to time (the"APPLICABLE
LAWS").  The Company shall obtain approval of the stockholders of the Company to
Plan  amendments  to the  extent  and in the  manner  required  by  such  law or
regulation.

                  (b) EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or
termination  of the Plan that would impair the rights of any Optionee  shall not
affect Options already granted to such Optionee and such Options shall remain in
full force and effect as if this Plan had not been amended or terminated, unless
mutually agreed  otherwise  between the Optionee and the Board,  which agreement
must be in writing and signed by the Optionee and the Company.

<PAGE>

         14.  CONDIITONS  UPON  ISSUANCE  OF SHARES.  Notwithstanding  any other
provision of the Plan or any agreement  entered into by the Company  pursuant to
the Plan,  the Company shall not be  obligated,  and shall have no liability for
failure,  to issue or deliver any Shares under the Plan unless such  issuance or
delivery  would  comply  with the  Applicable  Laws.  Such  compliance  shall be
determined by the Company in consultation with its legal counsel.

                  As a condition to the  exercise of an Option,  the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company, such a representation is required by law.

         15. RESERVATION OF SHARES.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         16.  OPTION  AGREEMENT.  Options  shall be evidenced by written  option
agreements in such form as the Board shall approve.

         17.  STOCKHOLDER   APPROVAL.   If  required  by  the  Applicable  Laws,
continuance of the Plan shall be subject to approval by the  stockholders of the
Company.  Such  stockholder  approval shall be obtained in the manner and to the
degree required under the Applicable Laws.

<PAGE>

                          LATITUDE COMMUNICATIONS, INC.

                        1999 DIRECTORS' STOCK OPTION PLAN

                          NOTICE OF STOCK OPTION GRANT


"OPTIONEE"
"OPTIONEE ADDRESS 1"
"OPTIONEE ADDRESS 2"

         You have been  granted an option to purchase  Common  Stock of Latitude
Communications, Inc. (the "Company") as follows:

<TABLE>
<CAPTION>

        <S>                                                  <C>


         Date of Grant                                        "GRANT DATE"

         Vesting Commencement Date                            "VESTING START DATE"

         Exercise Price per Share                             "EXERCISE PRICE"

         Total Number of Shares Granted                       "SHARES GRANTED"

         Total Exercise Price                                 "TOTAL EXERCISE PRICE"

         Expiration Date                                      "EXPIRATION DATE"

         Vesting Schedule                                     This Option may be exercised, in whole
                                                              or in part, in accordance with the following
                                                              schedule:  "VESTING SCHEDULE"

         Termination Period                                   This Option may be exercised for 90 days
                                                              after termination of Optionee's Continuous Status
                                                              as a Director, or such longer period as may be
                                                              applicable upon death or Disability of Optionee as
                                                              provided in the Plan, but in no event later than
                                                              the Expiration Date as provided above.


</TABLE>

<PAGE>

         By your  signature and the  signature of the  Company's  representative
below,  you and the Company agree that this option is granted under and governed
by the terms and  conditions  of the 1999  Directors'  Stock Option Plan and the
Nonstatutory  Stock Option Agreement,  all of which are attached and made a part
of this document.

OPTIONEE:                                  LATITUDE COMMUNICATIONS, INC.

                                               ----------------------
----------------------
Signature

                                          Title:

----------------------
 Print Name                                    ----------------------

<PAGE>

                          LATITUDE COMMUNICATIONS, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

         1. GRANT OF OPTION. The Board of Directors of the Company hereby grants
to the Optionee  named in the Notice of Stock Option Grant attached as Part I of
this Agreement (the  "OPTIONEE"),  an option (the 'OPTION") to purchase a number
of Shares,  as set forth in the Notice of Stock  Option  Grant,  at the exercise
price per share set forth in the Notice of Stock  Option  Grant  (the  "EXERCISE
PRICE"), subject to the terms and conditions of the 1999 Directors' Stock Option
Plan (the "PLAN"), which is incorporated herein by reference. (Capitalized terms
not defined herein shall have the meanings  ascribed to such terms in the Plan.)
In the event of a conflict  between the terms and conditions of the Plan and the
terms and conditions of this Nonstatutory Stock Option Agreement,  the terms and
conditions of the Plan shall prevail.

         2.       EXERCISE OF OPTION.

                  (a) RIGHT TO EXERCISE.  This Option is exercisable  during its
term in  accordance  with the  Vesting  Schedule  set out in the Notice of Stock
Option Grant and the  applicable  provisions  of the Plan and this  Nonstatutory
Stock Option Agreement.  In the event of Optionee's  death,  disability or other
termination   of  Optionee's   employment  or   consulting   relationship,   the
exercisability  of the Option is governed by the  applicable  provisions  of the
Plan and this Nonstatutory Stock Option Agreement.

                  (b) METHOD OF EXERCIES. This Option is exercisable by delivery
of an  exercise  notice,  in the  form  attached  as  EXHIBIT  A (the  "EXERCISE
NOTICE"),  which shall state the election to exercise the Option,  the number of
Shares  in  respect  of which  the  Option is being  exercised  (the  "EXERCISED
SHARES"),  and such other  representations  and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
signed by the Optionee and shall be delivered in person or by certified  mail to
the  Secretary of the  Company.  The Exercise  Notice  shall be  accompanied  by
payment of the aggregate Exercise Price as to all Exercised Shares.  This Option
shall be deemed to be  exercised  upon  receipt  by the  Company  of such  fully
executed  Exercise  Notice  accompanied by such aggregate  Exercise  Price. \ No
Shares  shall be issued  pursuant to the  exercise  of this  Option  unless such
issuance  and exercise  complies  with all  relevant  provisions  of law and the
requirements  of any stock  exchange or quotation  service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.

         3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

                  (a)      cash;

                  (b)      check;

<PAGE>

                  (c) delivery of a properly  executed  exercise notice together
with  such  other   documentation  as  the  Administrator  and  the  broker,  if
applicable,  shall  require to effect an exercise of the Option and  delivery to
the Company of the sale or loan proceeds required to pay the exercise price; or

                  (d)  surrender of other Shares which (i) in the case of Shares
acquired  upon  exercise of an option,  have been owned by the Optionee for more
than six (6) months on the date of surrender,  and (ii) have a Fair Market Value
on the date of surrender equal to the aggregate  Exercise Price of the Exercised
Shares.

         4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or  distribution or
pursuant  to a  domestic  relations  order (as  defined by the Code or the rules
thereunder)  and may be exercised  during the  lifetime of Optionee  only by the
Optionee or a transferee  permitted by Section 10 of the Plan.  The terms of the
Plan and this  Nonstatutory  Stock  Option  Agreement  shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.

         5. TERM OF OPTION.  This Option may be  exercised  only within the term
set out in the Notice of Stock Option  Grant,  and may be exercised  during such
term only in accordance with the Plan and the terms of this  Nonstatutory  Stock
Option Agreement.

         6. TAX  CONSEQUENCES.  Set forth  below is a brief  summary  of certain
federal and California tax consequences relating to this Option under the law in
effect as of the date of grant. THIS SUMMARY IS NECESSARILY INCOMPLETE,  AND THE
TAX LAWS AND REGULATIONS  ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT HIS OR
HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

                  (a) EXERCISING THE OPTION.  Since this Option does not qualify
as an incentive  stock option  under  Section 422 of the Code,  the Optionee may
incur regular  federal and California  income tax liability  upon exercise.  The
Optionee  will be treated as having  received  compensation  income  (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the Exercised  Shares on the date of exercise over their  aggregate  Exercise
Price.

                  (b)  DISPOSITION  OF SHARES.  If the Optionee holds the Option
Shares for more than one year,  gain realized on  disposition of the Shares will
be treated as  long-term  capital  gain for  federal and  California  income tax
purposes.  The long-term  capital gain will be taxed for federal  income tax and
alternative minimum tax purposes as a maximum rate of 28% if the Shares are held
more  than one year but less  than 18 months  after  exercise  and at 20% if the
Shares are held more than 18 months after exercise.

<PAGE>

         By your  signature and the  signature of the  Company's  representative
below,  you and the Company agree that this Option is granted under and governed
by the terms  and  conditions  of the Plan and this  Nonstatutory  Stock  Option
Agreement.  Optionee has reviewed  the Plan and this  Nonstatutory  Stock Option
Agreement  in their  entirety,  has had an  opportunity  to obtain the advice of
counsel prior to executing this  Nonstatutory  Stock Option  Agreement and fully
understands all provisions of the Plan and Nonstatutory  Stock Option Agreement.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations of the Administrator upon any questions relating to the Plan
and Nonstatutory Stock Option Agreement.

                          LATITUDE COMMUNICATIONS, INC.

                                            By:

                                                ------------------------

"OPTIONEE"

                                            Title:

                                                   ---------------------


<PAGE>

                                CONSENT OF SPOUSE

         The  undersigned  spouse of Optionee  has read and hereby  approves the
terms and conditions of the Plan and this  Nonstatutory  Stock Option Agreement.
In  consideration  of the  Company's  granting  his or her  spouse  the right to
purchase  Shares as set  forth in the Plan and this  Nonstatutory  Stock  Option
Agreement,  the undersigned  hereby agrees to be irrevocably  bound by the terms
and  conditions  of the Plan and this  Nonstatutory  Stock Option  Agreement and
further agrees that any community  property  interest shall be similarly  bound.
The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for
the  undersigned  with respect to any  amendment or exercise of rights under the
Plan or this Nonstatutory Stock Option Agreement.

                                                  ------------------------------
                                                  Spouse of Optionee

                                    EXHIBIT A

                               NOTICE OF EXERCISE

To:               LATITUDE COMMUNICATIONS, INC.

Attn:             Stock Option Administrator

Subject:          NOTICE OF INTENTION TO EXERCISE STOCK OPTION

         This is official  notice that the undersigned  ("OPTIONEE")  intends to
exercise   Optionee's   option  to  purchase   __________   shares  of  Latitude
Communications,  Inc.  Common Stock,  under and pursuant to the  Company's  1999
Directors' Stock Option Plan and the  Nonstatutory  Stock Option Agreement dated
_______________, as follows:

         Grant Number:

                                                  ------------------------------

         Date of Purchase:

                                                  ------------------------------

         Number of Shares:

                                                  ------------------------------

         Purchase Price:

                                                  ------------------------------

         Method of Payment of

                                                  ------------------------------

         Purchase Price:

                                                  -----------------------------

         Social Security No.:

                                                  ------------------------------

<PAGE>

         The shares should be issued as follows:

                                                  ------------------------------

                  Name:

                                                  ------------------------------

                  Address:

                                                  ------------------------------

                  Signed:

                                                  ------------------------------

                  Date:

                                                  ------------------------------