Exhibit
10.2


 


NMS COMMUNICATIONS
CORPORATION


 


INCENTIVE STOCK
OPTION AGREEMENT


 










 


INCENTIVE 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 Incentive 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, an Incentive 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 intended
to constitute an “incentive stock option” within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (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 the definitions and 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 three (3) months
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.           Tax Treatment of Option; Notice of
Disposition of Shares.  Although this
Option is intended to constitute an “incentive stock option” within the meaning
of Section 422 of the Code, the Company makes no representations as to the
tax treatment of the Optionee upon the receipt or exercise of this Option or
the sale or other disposition of the Shares issued pursuant to this
Option.  The Optionee shall notify the
Company within seven (7) days after the date the Optionee sells or otherwise
disposes of any


 





















 


Shares acquired by the exercise of this Option within either (a) two
(2) years from the Date of Grant or (b) one (1) year after the exercise of this
Option for such Shares.


 


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)