Exhibit
10.3


 


NMS COMMUNICATIONS
CORPORATION


 


NON-STATUTORY
STOCK OPTION AGREEMENT


 










 


NON-STATUTORY STOCK
OPTION AGREEMENT (this “Agreement”) by and between NMS COMMUNICATIONS
CORPORATION, a Delaware corporation (the “Company”), and the employee of the Company
or a subsidiary of the Company (the “Optionee”) specified in Schedule A
appended to this Agreement (“Schedule A”).


 


WHEREAS, the Company
maintains its Amended and Restated 2000 Equity Incentive Plan (the “Plan”), a
copy of which has been made available to Optionee electronically or delivered
in paper form; and


 


WHEREAS, the Optionee
renders important services to the Company or a subsidiary of the Company, and
the Company desires to grant a stock option to the Optionee; and


 


WHEREAS, the Board of
Directors of the Company (the “Board”) or the Compensation Committee of the
Board (the “Committee”), acting pursuant to the Plan, has authorized the grant
of this Non-statutory Stock Option to the Optionee subject to the terms and
conditions of the Plan and the additional terms and conditions of this
Agreement;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
Company and the Optionee hereby agree as follows:


 


1.             Grant of Option. 
The Company hereby grants to the Optionee, and the Optionee hereby
accepts, a Non-statutory Stock Option (the “Option”) to purchase from the
Company that number of shares of the Company’s Common Stock, $0.01 par value
per share (the “Shares”), specified in Schedule A.  This Agreement and the Option hereby granted
to the Optionee are subject to all of the terms and conditions of the Plan
which are incorporated herein by this reference.  Any term used herein shall have the meaning
assigned thereto in the Plan, unless such term is otherwise specifically
defined herein.


 


This Option is not
intended to constitute an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nor
to qualify for any other special tax treatment under the Code.


 


2.             Option Price; Date of Grant.  This Option may be exercised at the option
price per Share specified in Schedule A, which the Board or Committee has
determined, in accordance with Section 6(b) of the Plan, is 100% of the Fair
Market Value of a Share on the Date of Grant of this Option.  The Date of Grant of this Option is specified
in Schedule A.


 





















 


3.             Term of Option; Vesting and Employment Requirements.  This Option shall expire on the date
specified in Schedule A (the “Expiration Date”). This Option shall be
exercisable, in whole or in part, to the extent of the number of Shares then
vested, in accordance with the vesting schedule provided in Schedule A.
The vesting installments provided in Schedule A are cumulative, and this
Option will remain exercisable with respect to all vested but unexercised
installments until the Option expires on the Expiration Date, unless the Option
is sooner terminated as provided in Section 8 or Section 9 of this Agreement.


 


4.             Other Conditions and Limitations.  The Option shall not be assignable or
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution, and the Option shall be exercisable during the lifetime of
the Optionee by the Optionee only.


 


5.             Exercise of Option.  Written notice of the exercise of the Option
or any portion thereof shall be given to the Plan Administrator of the Company
accompanied by the option price (i) in cash or by check, (ii) if permitted by
the Board or Committee, by delivery and assignment to the Company of Shares
having a value equal to the option price, (iii) if permitted by the Board
or Committee, in accordance with a deferred payment or other arrangement, (iv)
if permitted by the Board or Committee, by any other form of legal
consideration, including by delivery of the Optionee’s personal recourse note,
or (v) if permitted by the Board or Committee, a combination of (i), (ii),
(iii) and (iv).


 


6.             Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations.  Appropriate
adjustment shall be made in the maximum number of Shares subject to this Option
and in the number, kind and option price of Shares covered by this Option to
the extent it remains outstanding, to give effect to any stock dividends, stock
splits, stock combinations, recapitalizations and other similar changes in the
capital structure of the Company after the Date of Grant of this Option, as
determined by the Board or Committee in accordance with Section 14 of the Plan.


 


7.             Merger, Reorganization or Sale of Asset.  In the event of a change of the Common Stock
of the Company resulting from a merger or similar reorganization as to which
the Company is the surviving corporation, the number and kind of Shares then
subject to this Option and the price per share thereof shall be appropriately
adjusted in such manner as the Board or Committee may deem equitable to prevent
substantial dilution or enlargement of the rights available or granted
hereunder. In the event of a merger or a similar reorganization which the
Company does not survive, or a sale of all or substantially all of the assets
of the Company, the rights of the Optionee shall be as determined by the Board
or Committee in accordance with Section 14(b) of the Plan.


 


8.             Change of Control. Notwithstanding the vesting
schedule provided in Schedule A, upon a change of control (as defined below),
this Option shall become exercisable, in full. The Board shall not make any
determination under Section 14 of the


 





















 


Plan which adversely affects the benefits of this provision. For
purposes hereof, a “change of control” is defined under Section 14.6 in the
Severance Protection Agreement between the Company and Optionee, dated as of [                       ].


 


9.             Termination of Option.  In the event that the Optionee ceases for any
reason to be an employee of the Company, or a subsidiary of the Company, at a
time prior to the exercise of this Option in full, this Option shall terminate
in accordance with the following provisions:


 


(a)  if the Optionee’s employment shall have
terminated involuntarily for cause, this Option shall terminate and may no
longer be exercised;


 


(b)  if the Optionee’s employment shall have been
terminated by resignation or other voluntary action or if such employment shall
have been terminated involuntarily and without cause, the Optionee may at any
time within a period of three (3) months after the effective date of such
termination of employment exercise this option to the extent it was vested on
the effective date of Optionee’s resignation or termination of the Optionee’s
employment;


 


(c)  if the Optionee’s employment shall have been
terminated because of disability within the meaning of Section 22(e)(3) of the
Code, the Optionee may at any time within a period of one (1) year after such
termination of employment exercise this Option to the extent that the Option
was exercisable on the date of termination of the Optionee’s employment;


 


(d)  if the Optionee’s employment shall have been
terminated because of his death, the Option, to the extent that the Optionee
was entitled to exercise it on the date of death, may be exercised within a
period of one (1) year after the Optionee’s death by the person or persons to
whom the Optionee’s rights under the Option shall pass by will or by the laws
of descent and distribution; or


 


(e) if the Optionee shall
have retired from the Company pursuant to the Company’s retirement policy then
in effect, or if there be none, then as determined by the Committee in its sole
discretion, the Optionee may at any time within a period of one (1) year after
such date of retirement exercise this Option to the extent that the Option was
exercisable on the date of retirement;


 


provided, however, that
this Option may not be exercised to any extent by anyone after the Expiration
Date.


 


10.           Taxation; Tax Withholding
Requirements.  The Optionee
understands and acknowledges that upon his exercise of the Option hereunder he
will recognize for income tax purposes an amount of ordinary income equal to
the excess, if any, of the fair market value of the Shares over the option
price.  Any amounts required by any then
applicable tax law to be withheld by the Company from the compensation the
Optionee is deemed to have received upon any exercise of this Option or portion
thereof shall, to the


 





















 


extent possible, be withheld from the cash compensation paid by the
Company to the Optionee; to the extent such withholding amounts cannot be so
withheld, the Company shall, within seven (7) days after it receives notice of
such exercise, notify the Optionee of such withholding amounts not so withheld
and the Optionee shall pay to the Company the stated withholding amounts within
ten (10) days of such notification and prior to delivery of any certificate(s)
for Shares purchased by the Optionee.


 


11.           Compliance With Securities Laws.  The Company shall not be obligated to sell or
issue any Shares pursuant to this Option unless the Shares with respect to
which this Option is being exercised are at that time effectively registered or
exempt from registration under the 1933 Act, and any applicable state
securities or “blue sky” law (“Blue Sky Law”). 
In the event Shares or other securities shall be issued which shall not
be so registered, the Optionee hereby represents, warrants and agrees that he
will receive such Shares or other securities for investment and not with a view
to the resale or distribution thereof, and will not transfer such Shares or
other securities unless they are effectively registered for such transfer under
the Act and any applicable Blue Sky Law or unless an opinion of counsel
satisfactory to the Company has been received by the Company to the effect that
such registration is not required.  The
Optionee further agrees that the stock certificate or certificates evidencing
such Shares may bear a legend setting forth such restrictions on their
transferability.  The exercisability and
vesting of this Option shall be subject to the provisions of the Plan.


 


12.           Rights as a Stockholder; No
Obligation to Continue Employment. 
The Optionee shall have no rights as a stockholder with respect to the
Shares subject to the Option until the exercise of the Option and the issuance
of a stock certificate for the Shares with respect to which the Option shall
have been exercised.  Nothing herein contained
shall impose any obligation on the Company or any of its subsidiaries or the
Optionee with respect to the Optionee’s continued employment by the Company or
any of its subsidiaries.  Nothing herein
contained shall impose any obligation upon the Optionee to exercise the Option.


 


13.           Relationship to Plan.  The Option contained in this Agreement has
been granted pursuant to the Plan, and is in all respects subject to the terms,
conditions and definitions of the Plan, as amended from time to time.  The Optionee hereby accepts this Option subject
to all the terms and provisions of the Plan and agrees that all decisions under
and interpretations of the Plan by the Board or Committee shall be final,
binding and conclusive upon the Optionee and his permitted heirs, executors,
administrators, successors and assigns.


 


14.           Miscellaneous.  In case any one or more of the provisions or
part of any provision contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of
this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision or part of a provision had never been
contained herein.  This Agreement shall
be binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, administrators,


 





















 


successors and assigns.  This
Agreement shall be governed by and construed and administered in accordance
with the laws of the Commonwealth of Massachusetts.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed as of the Date of Grant
specified in Schedule A.


 


	
   

  	
  NMS COMMUNICATIONS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Robert
  P. Schechter

  
	
   

  	
  Chairman
  of the Board, President and

  
	
   

  	
  Chief
  Executive Officer

  



 


 


A C C E P T A N C
E


 


I hereby accept the within Option in accordance with
the terms and conditions thereof, and subject to the terms and conditions of
the NMS Communications Corporation Amended and Restated 2000 Equity Incentive
Plan.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Signature of Optionee)