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 October 19, 2006 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 five (5)
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 October 19, 2009 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.   No certificates for shares purchased by
exercise of the Option shall be issued 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 a certificate for the
shares purchased upon exercise has been issued.


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.

  
	
   

  
	
   

  
	
   

  
	
  Jack R. Ingram

  
	
  Chief Executive
  Officer

  
	
   

  
	
   

  
	
  “Employee”

  
	
   

  
	
   

  
	
   

  



 



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