<PAGE>   1
                                                                  EXHIBIT 10.03
                                EDIFY CORPORATION

                        1996 DIRECTORS STOCK OPTION PLAN

                       As Adopted on February 29, 1996 and
                    Amended March 13, 1997 and July 21, 1997


         1. PURPOSE. This 1996 Directors Stock Option Plan (this "PLAN") is
established to provide equity incentives for nonemployee members of the Board of
Directors of Edify Corporation (the "COMPANY"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.

         2. ADOPTION AND STOCKHOLDER APPROVAL. After this Plan is adopted by the
Board of Directors of the Company (the "BOARD"), this Plan will become effective
on the time and date (the "EFFECTIVE DATE") on which the registration statement
filed by the Company with the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), to register the
initial public offering of the Company's Common Stock is declared effective by
the SEC; provided, however, that if the Effective Date does not occur on or
before December 31, 1996, this Plan and any Options granted hereunder will
terminate. This Plan shall be approved by the stockholders of the Company,
consistent with applicable laws, within twelve (12) months after the date this
Plan is adopted by the Board. Options ("OPTIONS") may be granted under this Plan
after the Effective Date provided that, in the event that stockholder approval
is not obtained within the time period provided herein, this Plan, and all
Options granted hereunder, shall terminate. No Option that is issued as a result
of any increase in the number of shares authorized to be issued under this Plan
shall be exercised prior to the time such increase has been approved by the
stockholders of the Company and all such Options granted pursuant to such
increase shall similarly terminate if such stockholder approval is not obtained.

         3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall
be nonqualified stock options ("NQSOS"). The shares of stock that may be
purchased upon exercise of Options granted under this Plan (the "SHARES") are
shares of the Common Stock of the Company.

         4. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "MAXIMUM NUMBER") is 100,000
Shares, subject to adjustment as provided in this Plan. If any Option is
terminated for any reason without being exercised in whole or in part, the
Shares thereby released from such Option shall be available for purchase under
other Options subsequently granted under this Plan. At all times during the term
of this Plan, the Company shall reserve and keep available such number of Shares
as shall be required to satisfy the requirements of outstanding Options granted
under this Plan; provided, however that if the aggregate number of Shares
subject to outstanding Options granted under this Plan plus the aggregate number
of Shares previously issued by the Company pursuant to the exercise of Options
granted under this Plan equals or exceeds the Maximum Number of Shares, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously issued by the Company pursuant to the
exercise of Options granted under this Plan is less than the Maximum Number.

         5. ADMINISTRATION. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "COMMITTEE"). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no Committee has been established.
The interpretation by the Committee of any of the provisions of this Plan or any
Option granted under this Plan shall be final and binding upon the Company and
all persons having an interest in any Option or any Shares purchased pursuant to
an Option.

         6.     ELIGIBILITY AND AWARD FORMULA.

                6.1 Eligibility. Options shall be granted only to directors of
the Company who are not employees of the Company or any Parent, Subsidiary or
Affiliate of the Company, as those terms are defined in Section 18 below (each
such person referred to as an "OPTIONEE").

<PAGE>   2

                                                               Edify Corporation
                                                1996 Directors Stock Option Plan

                6.2 Initial Grant. Each Optionee who on or after the Effective
Date first becomes a member of the Board will automatically be granted an Option
for 15,000 Shares (the "INITIAL GRANT") on the date such Optionee first becomes
a member of the Board.

                6.3 Succeeding Grants. On the Effective Date and at each Annual
Meeting of the Company thereafter, if the Optionee is still a member of the
Board and has served continuously as a member of the Board since the date of the
Optionee's Initial Grant, or if the Optionee did not receive an Initial Grant,
the Optionee is a member of the Board on the Effective Date or has served
continuously as a member of the Board since the Effective Date, the Optionee
will automatically be granted an Option for 7,500 Shares (a "SUCCEEDING GRANT").

         7.     TERMS AND CONDITIONS OF OPTIONS.  Subject to the following and
to Section 6 above:

                7.1 Form of Option Grant. Each Option granted under this Plan
shall be evidenced by a written Stock Option Grant ("GRANT") in such form (which
need not be the same for each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.

                7.2 Vesting. The date an Optionee receives an Initial Grant or a
Succeeding Grant is referred to in this Plan as the "START DATE" for such
Option.

                    (a) Initial Grants. Each Option that is an Initial Grant
will vest as to two and eight one-hundredths percent (2.08%) per month on the
last date of each month following the Initial Grant, so long as the Optionee
continuously remains a director or a consultant of the Company.

                    (b) Succeeding Grants. Each Succeeding Grant will vest as to
two and eight one-hundredths percent (2.08%) per month on the last date of each
month following the Succeeding Grant, so long as the Optionee continuously
remains a director or a consultant of the Company.

                7.3 Exercise Price. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 18.4) of the Shares, at the time that
the Option is granted.

                7.4 Termination of Option. Except as provided below in this
Section, each Option shall expire ten (10) years after its Start Date (the
"EXPIRATION DATE"). The Option shall cease to vest and unvested Options shall
expire when the Optionee ceases to be a member of the Board or a consultant of
the Company. The date on which the Optionee ceases to be a member of the Board
or a consultant of the Company shall be referred to as the "TERMINATION DATE".
An Option may be exercised after the Termination Date only as set forth below:

                    (a) Termination Generally. If the Optionee ceases to be a
member of the Board or consultant of the Company for any reason except death or
disability, then each vested Option (as defined in Section 7.2 of this Plan)
then held by such Optionee may be exercised by the Optionee within seven (7)
months after the Termination Date, but in no event later than the Expiration
Date.

                    (b) Death or Disability. If the Optionee ceases to be a
member of the Board or consultant of the Company because of the death of the
Optionee or the disability of the Optionee within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the "CODE"), then
each vested Option (as defined in Section 7.2 of this Plan) then held by such
Optionee may be exercised by the Optionee (or the Optionee's legal
representative) within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date.

         8.     EXERCISE OF OPTIONS.

               8.1 Exercise Period. Subject to the provisions of Section 8.5 of
the Plan, Options shall be exercisable immediately (subject to repurchase
pursuant to Section 10 of the Plan).

                                      -2-
<PAGE>   3

                                                               Edify Corporation
                                                1996 Directors Stock Option Plan

               8.2 Notice. Options may be exercised only by delivery to the
Company of an exercise agreement in a form approved by the Committee stating the
number of Shares being purchased, the restrictions imposed on the Shares and
such representations and agreements regarding the Optionee's investment intent
and access to information as may be required by the Company to comply with
applicable securities laws, together with payment in full of the exercise price
for the number of Shares being purchased.

                8.3 Payment. Payment for the Shares purchased upon exercise of
an Option may be made (a) in cash or by check; (b) by surrender of shares of
Common Stock of the Company that have been owned by the Optionee for more than
six (6) months (and which have been paid for within the meaning of SEC Rule 144
and, if such shares were purchased from the Company by use of a promissory note,
such note has been fully paid with respect to such shares) or were obtained by
the Optionee in the open public market, having a Fair Market Value equal to the
exercise price of the Option; (c) by waiver of compensation due or accrued to
the Optionee for services rendered; (d) provided that a public market for the
Company's stock exists, through a "same day sale" commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD DEALER") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay for the
exercise price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company; (e) provided
that a public market for the Company's stock exists, through a "margin"
commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the exercise price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price directly to the
Company; or (f) by any combination of the foregoing.

                8.4 Withholding Taxes. Prior to issuance of the Shares upon
exercise of an Option, the Optionee shall pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.

                8.5 Limitations on Exercise. Notwithstanding the exercise
periods set forth in the Grant, exercise of an Option shall always be subject to
the following limitations:

               (a) An Option shall not be exercisable until such time as this
Plan (or, in the case of Options granted pursuant to an amendment increasing the
number of shares that may be issued pursuant to this Plan, such amendment) has
been approved by the stockholders of the Company in accordance with Section 16
hereof.

               (b) An Option shall not be exercisable unless such exercise is in
compliance with the Securities Act and all applicable state securities laws, as
they are in effect on the date of exercise.

               (c) The Committee may specify a reasonable minimum number of
Shares that may be purchased upon any exercise of an Option, provided that such
minimum number will not prevent the Optionee from exercising the full number of
Shares as to which the Option is then exercisable.

         9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
an Option shall be exercisable only by the Optionee or by the Optionee's
guardian or legal representative, unless otherwise permitted by the Committee.
No Option may be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent and distribution.

         10. RESTRICTIONS ON SHARES. The Company shall reserve to itself and/or
its assignee(s) in the Grant a right to repurchase all unvested Shares held by
an Optionee if the Optionee ceases to be a member of the Board or a consultant
of the Company. The Company shall exercise such repurchase right within ninety
(90) days after the Optionee's Termination Date for cash at the Optionee's
original exercise price.

         11. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a stockholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan. The Company shall provide to each
Optionee a copy of the annual financial 


                                      -3-
<PAGE>   4

                                                               Edify Corporation
                                                1996 Directors Stock Option Plan

statements of the Company, at such time after the close of each fiscal year of
the Company as they are released by the Company to its stockholders.

         12. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such outstanding
Options shall be proportionately adjusted, subject to any required action by the
Board or stockholders of the Company and compliance with applicable securities
laws; provided, however, that no fractional shares shall be issued upon exercise
of any Option and any resulting fractions of a Share shall be rounded up to the
nearest whole Share.

         13. NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.

         14. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act, compliance with all other applicable state
securities laws and compliance with the requirements of any stock exchange or
national market system on which the Shares may be listed. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration or qualification requirement of any state securities laws,
stock exchange or national market system.

         15. ASSUMPTION OR REPLACEMENT OF OPTIONS BY SUCCESSOR. In the event of
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Options granted under this Plan are assumed or replaced by the
successor corporation, which assumption will be binding on all Optionees), (c) a
merger in which the Company is the surviving corporation but after which the
stockholders of the Company (other than any stockholder which merges (or which
owns or controls another corporation which merges) with the Company in such
merger) cease to own their shares or other equity interests in the Company, (d)
the sale of substantially all of the assets of the Company, or (e) any other
transaction which qualifies as a "corporate transaction" under Section 424 of
the Code wherein the stockholders of the Company give up all of their equity
interests in the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from or by the
stockholders of the Company) any or all outstanding Options may be assumed,
converted or replaced by the successor corporation (if any), which assumption,
conversion or replacement will be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Options or
provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Options).
The successor corporation may also issue, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the
event such successor corporation (if any) refuses to assume or substitute
Options, as provided above, pursuant to a transaction described in this Section
15, such Options will expire on such transaction at such time and on such
conditions as the Committee will determine.

         16. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Optionee); provided, however, that
the Committee shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 12 above) or change the class
of persons eligible to receive Options. In any case, no amendment of this Plan
may adversely affect any then outstanding Options or any unexercised portions
thereof without the written consent of the Optionee.

     17. TERM OF PLAN. Options may be granted pursuant to this Plan from time to
time within a period of ten (10) years from the date this Plan is adopted by the
Board.

                                      -4-
<PAGE>   5
                                                               Edify Corporation
                                                1996 Directors Stock Option Plan

     18. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall
have the following meanings:

                18.1 "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

                18.2 "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the time
of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

                18.3 "Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where "control" (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

                18.4 "Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:

                (a)      if such Common Stock is then quoted on the Nasdaq
                         National Market, its closing price on the Nasdaq
                         National Market on the date of determination as
                         reported in The Wall Street Journal;

                (b)      if such Common Stock is publicly traded and is then
                         listed on a national securities exchange, its closing
                         price on the date of determination on the principal
                         national securities exchange on which the Common Stock
                         is listed or admitted to trading as reported in The
                         Wall Street Journal;

                (c)      if such Common Stock is publicly traded but is not
                         quoted on the Nasdaq National Market nor listed or
                         admitted to trading on a national securities exchange,
                         the average of the closing bid and asked prices on the
                         date of determination as reported in The Wall Street
                         Journal; or

                (d)      in the case of an Initial Grant made on the Effective
                         Date or a Succeeding Grant made on the Effective Date,
                         the price determined by the Pricing Committee of the
                         Board for the Common Stock to be sold by the Company's
                         underwriters; or

                (e)      if none of the foregoing is applicable, by the
                         Committee in good faith.



                                      -5-
<PAGE>   6
INITIAL GRANT

                                EDIFY CORPORATION

                        1996 DIRECTORS STOCK OPTION PLAN

                DIRECTORS NONQUALIFIED INITIAL STOCK OPTION GRANT



           This Stock Option Grant (this "Grant") is made and entered into as of
the date of grant set forth below (the "Date of Grant") by and between Edify
Corporation, a Delaware corporation (the "Company"), and the Optionee named
below ("Optionee").

Optionee:

Optionee's Address:                    ________________________________________
                                                     
                                       ________________________________________

                                       ________________________________________
                                                        15,000
Total Shares Subject to Option:        ________________________________________

Exercise Price Per Share:              ________________________________________
                          
Date of Grant:                         ________________________________________

Expiration Date:                       ________________________________________


         1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(this "Option") to purchase up to the total number of shares of Common Stock of
the Company set forth above (collectively, the "Shares") at the exercise price
per share set forth above (the "Exercise Price"), subject to all of the terms
and conditions of this Grant and the Company's 1996 Directors Stock Option Plan
(the "Plan"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Plan.

         2. EXERCISE AND VESTING OF OPTION. Subject to the terms and conditions
of the Plan and this Grant, this Option shall be exercisable immediately
(subject to repurchase pursuant to Section 10 of the Plan). Subject to the terms
and conditions of the Plan and this Grant, this Option shall vest as to two and
eight one-hundredths percent (2.08%) of the Shares per month on the last date of
each month following the date of grant so long as the Optionee continuously
remains a member of the Board of Directors (a "Board Member") or a consultant of
the Company.

         3. RESTRICTION ON EXERCISE. This Option may not be exercised unless
such exercise is in compliance with the Securities Act, and all applicable state
securities laws, as they are in effect on 



<PAGE>   7
                                                               Edify Corporation
                                    Directors Stock Option Grant - Initial Grant

the date of exercise, and the requirements of any stock exchange or national
market system on which the Company's Common Stock may be listed at the time of
exercise. Optionee understands that the Company is under no obligation to
register, qualify or list the Shares with the SEC, any state securities
commission or any stock exchange or national market system to effect such
compliance.

     4. TERMINATION OF OPTION. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be a Board
Member or consultant of the Company. The date on which Optionee ceases to be a
Board Member or consultant of the Company shall be referred to as the
"Termination Date."

                4.1 Termination Generally. If Optionee ceases to be a Board
Member or consultant of the Company for any reason except death or disability,
then this Option, to the extent that it has vested (as defined in the Plan and
this Grant), may be exercised by Optionee within seven (7) months after the
Termination Date, but in no event later than the Expiration Date.

                4.2 Death or Disability. If Optionee ceases to be a Board Member
or consultant of the Company because of the death of Optionee or the disability
of Optionee within the meaning of Section 22(e)(3) of the Code, then this
Option, to the extent that it has vested (as defined in the Plan and this
Grant), may be exercised by Optionee (or Optionee's legal representative) within
twelve (12) months after the Termination Date, but in no event later than the
Expiration Date.

         5.     MANNER OF EXERCISE.

                5.1 Exercise Agreement. This Option shall be exercisable by
delivery to the Company of an executed written Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, or in such other form as may
be approved by the Committee, which shall set forth Optionee's election to
exercise some or all of this Option, the number of Shares being purchased, any
restrictions imposed on the Shares and such other representations and agreements
as may be required by the Company to comply with applicable securities laws.

                5.2 Payment. Payment for the Shares purchased upon exercise of
this Option may be made (a) in cash or by check; (b) by surrender of shares of
Common Stock of the Company that have been owned by Optionee for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144 and,
if such shares were purchased from the Company by use of a promissory note, such
note has been fully paid with respect to such shares) or were obtained by the
Optionee in the open public market, having a Fair Market Value equal to the
Exercise Price of the Option; (c) by waiver of compensation due or accrued to
Optionee for services rendered; (d) provided that a public market for the
Company's stock exists, through a "same day sale" commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay for the
Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company; (e) provided
that a public market for the Company's stock exists, through a "margin"
commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD 

                                      -2-
<PAGE>   8
                                                               Edify Corporation
                                    Directors Stock Option Grant - Initial Grant

Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Company; or (f) by any combination of the foregoing.

                5.3 Withholding Taxes. Prior to the issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.

                5.4 Issuance of Shares. Provided that such notice and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall cause the Shares to be issued in the name of Optionee or Optionee's legal
representative. To enforce any restrictions on Optionee's Shares, the Committee
may require Optionee to deposit all certificates, together with stock powers or
other instruments of transfer approved by the Committee appropriately endorsed
in blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee may
cause a legend or legends referencing such restrictions to be placed on the
certificates.

         6. NONTRANSFERABILITY OF OPTION. During the lifetime of the Optionee,
this Option shall be exercisable only by Optionee or by Optionee's guardian or
legal representative, unless otherwise permitted by the Committee. This 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 and distribution.

         7. INTERPRETATION. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Committee that
administers the Plan, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Committee shall be final and
binding on the Company and on Optionee. Nothing in the Plan or this Grant shall
confer on Optionee any right to continue as a Board Member.

         8. ENTIRE AGREEMENT. The Plan and the Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, and the terms and conditions
thereof, are incorporated herein by this reference. This Grant, the Plan and the
Directors Stock Option Exercise Agreement constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.


                      EDIFY CORPORATION

                      By:  ________________________________________________

                      Name: _______________________________________________

                      Title:  _____________________________________________




                                      -3-
<PAGE>   9
                                                               Edify Corporation
                               Directors Stock Option Grant - Initial Grant

                        ACCEPTANCE OF STOCK OPTION GRANT

         Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and this
Grant. Optionee acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that Optionee has been
advised by the Company that Optionee should consult a qualified tax advisor
prior to such exercise or disposition.



                                    ____________________________________
 
                                   ________________________,  Optionee

























                    [ACCEPTANCE SIGNATURE PAGE TO DIRECTORS
                    NONQUALIFIED INITIAL STOCK OPTION GRANT]


                                      -4-

<PAGE>   10
SUCCEEDING GRANT

                                EDIFY CORPORATION

                        1996 DIRECTORS STOCK OPTION PLAN

              DIRECTORS NONQUALIFIED SUCCEEDING STOCK OPTION GRANT



           This Stock Option Grant (this "Grant") is made and entered into as of
the date of Grant set forth below (the "Date of Grant") by and between Edify
Corporation, a Delaware corporation (the "Company"), and the Optionee named
below ("Optionee").

Optionee:                            __________________________________________

Optionee's Address:                  __________________________________________
                                     __________________________________________

Total Shares Subject to Option:      __________________________________________

                                                       7,500
Exercise Price Per Share:            __________________________________________

Date of Grant:                       __________________________________________

Expiration Date:                     __________________________________________


         1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(this "Option") to purchase up to the total number of shares of Common Stock of
the Company set forth above (collectively, the "Shares") at the exercise price
per share set forth above (the "Exercise Price"), subject to all of the terms
and conditions of this Grant and the Company's 1996 Directors Stock Option Plan
(the "Plan"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Plan.

         2. EXERCISE AND VESTING OF OPTION. Subject to the terms and conditions
of the Plan and this Grant, this Option shall be exercisable immediately
(subject to repurchase pursuant to Section 10 of the Plan). Subject to the terms
and conditions of the Plan and this Grant, this Option shall vest as to two and
eight one-hundredths percent (2.08%) of the Shares per month on the last date of
each month following the date of grant so long as the Optionee continuously
remains a member of the Board of Directors (a "Board Member") or a consultant of
the Company.

         3. RESTRICTION ON EXERCISE. This Option may not be exercised unless
such exercise is in compliance with the Securities Act, and all applicable state
securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which 


<PAGE>   11

                                                               Edify Corporation
                                 Directors Stock Option Grant - Succeeding Grant

the Company's Common Stock may be listed at the time of exercise. Optionee
understands that the Company is under no obligation to register, qualify or list
the Shares with the SEC, any state securities commission or any stock exchange
or national market system to effect such compliance.

     4. TERMINATION OF OPTION. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be a Board
Member or consultant of the Company. The date on which Optionee ceases to be a
Board Member or consultant of the Company shall be referred to as the
"Termination Date."

                4.1 Termination Generally. If Optionee ceases to be a Board
Member or consultant of the Company for any reason except death or disability,
then this Option, to the extent that it has vested (as defined in the Plan and
this Grant), may be exercised by Optionee within seven (7) months after the
Termination Date, but in no event later than the Expiration Date.

                4.2 Death or Disability. If Optionee ceases to be a Board Member
or consultant of the Company because of the death of Optionee or the disability
of Optionee within the meaning of Section 22(e)(3) of the Code, then this
Option, to the extent that it has vested (as defined in the Plan and this
Grant), may be exercised by Optionee (or Optionee's legal representative) within
twelve (12) months after the Termination Date, but in no event later than the
Expiration Date.

     5. MANNER OF EXERCISE.

                5.1 Exercise Agreement. This Option shall be exercisable by
delivery to the Company of an executed written Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, or in such other form as may
be approved by the Committee, which shall set forth Optionee's election to
exercise some or all of this Option, the number of Shares being purchased, any
restrictions imposed on the Shares and such other representations and agreements
as may be required by the Company to comply with applicable securities laws.

                5.2 Payment. Payment for the Shares purchased upon exercise of
this Option may be made (a) in cash or by check; (b) by surrender of shares of
Common Stock of the Company that have been owned by Optionee for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144 and,
if such shares were purchased from the Company by use of a promissory note, such
note has been fully paid with respect to such shares) or were obtained by the
Optionee in the open public market, having a Fair Market Value equal to the
Exercise Price of the Option; (c) by waiver of compensation due or accrued to
Optionee for services rendered; (d) provided that a public market for the
Company's stock exists, through a "same day sale" commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay for the
Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company; (e) provided
that a public market for the Company's stock exists, through a "margin"
commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD



                                      -2-
<PAGE>   12
                                                               Edify Corporation
                                 Directors Stock Option Grant - Succeeding Grant

Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Company; or (f) by any combination of the foregoing.

                5.3 Withholding Taxes. Prior to the issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.

                5.4 Issuance of Shares. Provided that such notice and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall cause the Shares to be issued in the name of Optionee or Optionee's legal
representative. To enforce any restrictions on Optionee's Shares, the Committee
may require Optionee to deposit all certificates, together with stock powers or
other instruments of transfer approved by the Committee appropriately endorsed
in blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee may
cause a legend or legends referencing such restrictions to be placed on the
certificates.

         6. NONTRANSFERABILITY OF OPTION. During the lifetime of the Optionee,
this Option shall be exercisable only by Optionee or by Optionee's guardian or
legal representative, unless otherwise permitted by the Committee. This 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 and distribution.

         7. INTERPRETATION. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Committee that
administers the Plan, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Committee shall be final and
binding on the Company and on Optionee. Nothing in the Plan or this Grant shall
confer on Optionee any right to continue as a Board Member.

         8. ENTIRE AGREEMENT. The Plan and the Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, and the terms and conditions
thereof, are incorporated herein by this reference. This Grant, the Plan and the
Directors Stock Option Exercise Agreement constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.


                     EDIFY CORPORATION

                     By:  ________________________________________________

                     Name: _______________________________________________

                     Title:  _____________________________________________




                                      -3-
<PAGE>   13
                                                               Edify Corporation
                                 Directors Stock Option Grant - Succeeding Grant

                        ACCEPTANCE OF STOCK OPTION GRANT

         Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and this
Grant. Optionee acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that Optionee has been
advised by the Company that Optionee should consult a qualified tax advisor
prior to such exercise or disposition.



                                     ___________________________________
                                     ________________________,  Optionee












              [ACCEPTANCE SIGNATURE PAGE TO DIRECTORS NONQUALIFIED
                         SUCCEEDING STOCK OPTION GRANT]






                                      -4-
<PAGE>   14

                                    EXHIBIT A


                    DIRECTORS STOCK OPTION EXERCISE AGREEMENT



<PAGE>   15
                                    EXHIBIT A
                                EDIFY CORPORATION
                  1996 DIRECTORS STOCK OPTION PLAN (THE "PLAN")
                    DIRECTORS STOCK OPTION EXERCISE AGREEMENT

I hereby elect to purchase the number of shares of Common Stock of EDIFY
CORPORATION (the "Company") as set forth below:
<TABLE>

<S>                                                 <C>
Optionee: _______________________________           Number of Shares Purchased: ________________
Social Security Number: _________________           Purchase Price per Share: __________________
Address:_________________________________           Aggregate Purchase Price: __________________
________________________________________________    Date of Stock Option Grant: ________________
Type of Stock Option:  Nonqualified Stock Option    Exact Name of Title to Shares: _____________
</TABLE>


1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Directors Nonqualified
Stock Option Grant referred to above (the "Grant") as follows (check as
applicable and complete):

[   ]    in cash or by check in the amount of  $___________________________, 
         receipt of which is acknowledged by the Company;

[   ]    by delivery of _______________________ fully-paid, nonassessable and
         vested shares of the Common Stock of the Company owned by Optionee for
         at least six (6) months prior to the date hereof (and which have been
         paid for within the meaning of SEC Rule 144), or obtained by Optionee
         in the open public market, and owned free and clear of all liens,
         claims, encumbrances or security interests, valued at the current Fair
         Market Value of $___________________ per share;

[   ]    by the waiver hereby of  ompensation due or accrued to Optionee for
         services rendered in the amount of  $_______________________________;

[   ]    through a "same-day-sale" commitment, delivered herewith, from
         Optionee and the NASD Dealer named therein, in the amount of
         $______________________________; or

[  ]     through a "margin" commitment, delivered herewith from Optionee and
         the NASD Dealer named therein, in the amount of
         $______________________________________.

2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.

3. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES.
OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S)
OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4. ENTIRE AGREEMENT. The Plan and the Grant are incorporated herein by
reference. This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Optionee with respect to the
subject matter hereof, and are governed by California law except for that body
of law pertaining to conflict of laws.

Date:______________________________         ___________________________________
                                            Signature of Optionee


<PAGE>   16

                                EDIFY CORPORATION
                        1996 DIRECTORS STOCK OPTION PLAN

                                SPOUSE'S CONSENT



         I acknowledge that I have read the foregoing Directors Stock Option
Exercise Agreement (the "Agreement") and that I know its contents. I hereby
consent to and approve all the provisions of the Agreement and agree that the
shares of the Common Stock of Edify Corporation purchased thereunder (the
"Shares") and any interest I may have in such Shares are subject to all the
provisions of the Agreement. I will take no action at any time to hinder
operation of the Agreement on these Shares or any interest I may have on them.





____________________________________          Date:___________________________
Signature of Optionee's Spouse

____________________________________
Optionee's Name - Typed or Printed

___________________________________
Spouse's Name - Typed or Printed