FORM OF STOCK OPTION GRANT NOTICE



 Exhibit 10.1 
  
 CAPTARIS, INC. 
 STOCK OPTION GRANT NOTICE 
 FOR EXECUTIVE OFFICERS AND DIRECTORS 
 1989 RESTATED STOCK OPTION PLAN 
  
 Captaris, Inc. (the “Company”) hereby grants to you an Option (the “Option”) to purchase shares of the Company’s Common Stock.
The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”), in the attached Stock Option Agreement and in the Company’s 1989 Restated Stock Option Plan (the
“Plan”). 
  

					
	 Participant:
	 	  

	 	 
	 Grant Date:
	 	  

	 	 
	 Vesting Commencement Date:
	 	  

	 	 
	 Number of Shares Subject to Option:
	 	  

	 	 
	 Exercise Price (per Share):
	 	  

	 	 
	 Option Expiration Date:
	 	  

	 	 (subject to earlier termination in

	 	 	accordance with the terms of the Plan and the Stock Option Agreement)
			
	 Type of Option:
	 	  ̈ Incentive Stock
Option*
	 	  ̈ Nonqualified Stock
Option


  
 Vesting and Exercisability
Schedule: 
  
 Additional Terms/Acknowledgement: You acknowledge
receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and the prospectus for the Plan. You further acknowledges that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject [with the exception of the following
agreements:                    ]. 
  

							
	 CAPTARIS, INC.
  
	  	PARTICIPANT
	By:	 	  

	  	  


	Its:	 	  

	  	 	 	Signature
	 	 	 	  	Date:	 	  


	Attachments:	  	Address:	 	  


	1.	 	Stock Option Agreement	  	 	 	  


	2.	 	Prospectus for 1989 Restated Stock Option Plan	  	Taxpayer ID:	 	  





	*	See Sections 3 and 4 of the Stock Option Agreement. 








 CAPTARIS, INC. 
 1989 RESTATED STOCK OPTION PLAN 
  
 STOCK OPTION AGREEMENT 
 FOR EXECUTIVE OFFICERS AND DIRECTORS 
  
 Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and
this Stock Option Agreement (this “Agreement”), Captaris, Inc. has granted you an option (the “Option”) under its 1989 Restated Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s
Common Stock indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the
Plan. 
  
 The details of the Option are as follows: 
  
 1. Vesting and Exercisability. Subject to the limitations contained
herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon the termination of your employment or service relationship with the Company or a related corporation and the unvested portion
of the Option will terminate. 
  
 2. Securities Law
Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act of 1933 (the “Securities Act”) or, if such Shares are
not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations
governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
  
 3. Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a portion of the Option is
intended to qualify as an incentive stock option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such. 
  
 If the Option has been designated as an incentive stock option and the aggregate fair market value (determined as of the
grant date) of the shares of Common Stock subject to the portions of the Option and all other incentive stock options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a
nonqualified stock option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for incentive stock options. A portion of the Option may be treated as a nonqualified stock option if certain events cause
exercisability of the Option to accelerate. 
  
 4.
Notice of Disqualifying Disposition. To the extent the Option has been designated as an incentive stock option, to obtain certain tax benefits afforded to incentive 







 stock options, you must hold the Shares issued upon the exercise of the Option for two years after the date of grant and
one year after the date of exercise. You may be subject to the alternative minimum tax at the time of exercise. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares. By accepting the Option, you agree to
promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the date of grant. 
  
 5. Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance
satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of
Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) by using shares of Common Stock you have owned for at least six months; (d) if the Common Stock is
registered under the Exchange Act of 1934 and to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or (e) by any other
method permitted by the Plan Administrator. 
  
 6. Treatment
Upon Termination of Employment or Service Relationship. The unvested portion of the Option will terminate automatically and without further notice immediately upon termination of your employment or service relationship with the Company or a
related corporation for any reason (“Termination of Service”). You may exercise the vested portion of the Option as follows: 
  
 (a) General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) 12 months after your Termination of Service
and (ii) the expiration date of the Option. If you die after your Termination of Service but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) 12 months after the date of death and (y)
the expiration date of the Option. 
  
 (b) Cause. The
Option will automatically expire at the time the Company first notifies you of your termination for cause. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for cause, all your rights
under the Option likewise will be suspended during the period of investigation. 
  
 The Option must be exercised within three months after termination of employment for reasons other than death or total disability and one year after termination of employment due to total disability to qualify for the
beneficial tax treatment afforded incentive stock options. 
  
 It is your responsibility to be aware of the date the Option terminates. 
  

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 7. Limited Transferability. During your lifetime only you can exercise the Option. The Option is
not transferable except by will or by the applicable laws of descent and distribution. The Plan Administrator may permit you to designate a beneficiary on a Company-approved form who may exercise your Option after your death. Notwithstanding the
foregoing and to the extent permitted by Section 422 of the Internal Revenue Code of 1986, the Plan Administrator, in its sole discretion, may permit you to assign or transfer the Option, subject to such terms and conditions as specified by the Plan
Administrator. 
  
 8. Withholding Taxes. As a
condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such
exercise. 
  
 9. Option Not an Employment or Service
Contract. Nothing in the Plan or any Option granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with,
the Company or any related corporation or limit in any way the right of the Company or any related corporation to terminate your employment or other relationship at any time, with or without cause. 
  
 10. No Right to Damages. You will have no right to bring a claim or to
receive damages if you are required to exercise the vested portion of the Option within 12 months of the Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in Options
will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a related corporation to you. 
  
 11. Binding Effect. This Agreement will inure to the benefit of the
successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns. 
  
 [Insert these sections for non-US Residents: 12. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation.
By entering into this Agreement and accepting the grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of the Option is
a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times
when options will be granted, the number of shares subject to each option, the option price, and the time or times when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is
voluntary; (e) that the value of the Option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (f) that the Option is not part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of 

  

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service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) that the vesting of the Option ceases upon your
Termination of Service for any reason except as may otherwise be explicitly provided in the Plan or this Agreement or otherwise permitted by the Plan Administrator; (h) that the future value of the Shares underlying the Option is unknown and cannot
be predicted with certainty; and (i) that if the Shares underlying the Option do not increase in value, the Option will have no value. 
  
 13. Employee Data Privacy. By entering this Agreement, you (a) authorize the Company and your employer, if different, and any agent of the Company
administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Option and the administration of the Plan; (b)
waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.] 
  

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