**Exhibit 10.1**

 

BROOKTROUT TECHNOLOGY,INC.

1992 STOCK INCENTIVE PLAN

 

NON-QUALIFIED STOCKOPTION AGREEMENT

 

 
|          |   | September 24, 2004 |
|---------------|--------|--------------------|
| No. of Shares |   | Date               |

 

 

Pursuant to its 1992 Stock Incentive Plan(the “Plan),Brooktrout Technology, Inc.(the “Company”) hereby grants to _________ (the“Optionee”) an Option to purchase on or prior to September 24, 2014(the“Expiration Date”) all or any part of _______ shares of Common Stock of theCompany, par value $0.01 per share(the “Common Stock”) at a price of $9.30 pershare in accordance with the schedule set forth in Section 1 hereof and subjectto the terms and conditions set forth hereinafter and in the Plan.

 

1.  Vesting Schedule

 

(a)  Subject to the provisions of Section 5and 6 hereof and the discretion of the Committee (as defined in the Plan, andhereinafter referred to as the “Committee”) to accelerate the vesting schedulehereunder, and subject to possible acceleration under Section 1(b), this Optionshall become vested and exercisable with respect to the following number ofOption Shares according to the timetable set forth below:

 

| **Number of Years**

**After Date of Grant** | ** ** | **Percentage of Option**

**Becoming Available**

**for Exercise** | ** ** | **Cumulative**

**Percentage**

**Available** | ** ** |
|----------------------------------------------|------------|--------------------------------------------------------------------|------------|-----------------------------------------------|------------|
|                                         |       |                                                               |       |                                          |       |
| Immediately                                  |       | 25                                                                 | %          | 25                                            | %          |
| At least 1 years                             |       | 25                                                                 | %          | 50                                            | %          |
| At least 2 years                             |       | 25                                                                 | %          | 75                                            | %          |
| At least 3 years                             |       | 25                                                                 | %          | 100                                           | %          |

 

2.  Manner of Exercise  The Optionee may exercise this Option only inthe following manner: from time to time on or prior to the Expiration Date ofthis Option, the Optionee may give written notice to the Stock Option Committeeof the Board of Directors of the Company (the “Committee”) of his or herelection to purchase some or all of the vested Option Shares purchasable at thetime of such notice.  Said notice shallspecify the number of shares to be purchased.

 

Payment of the purchase price for the Option Sharesmay be made by one or more of the following methods: (a) in cash, by certifiedor bank check or other instrument acceptable by the Committee; or (b) in theform of shares of Common Stock that are not then subject to restrictions underany Company plan (subject to the Committee’s discretion); or (c) by theOptionee delivering

 

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to the Company a properly executed exercise notice together withirrevocable instructions to a broker to promptly deliver to the Company cash ora check payable and acceptable to the Company to pay the option purchase price;provided that in the event the Optionee chooses to pay the option purchaseprice as so provided, the Optionee and the broker shall comply with suchprocedures and enter into such agreements of indemnity and other agreements asthe Committee shall prescribe as a condition of such payment procedure.  Payment instruments will be received subjectto collection.

 

The delivery of certificates representing the OptionShares will be contingent upon the Company’s receipt from the Optionee of fullpayment therefor, as set forth above, and any agreement, statement or otherevidence as the Company may require to satisfy itself that the issuance ofOption Shares to be purchased pursuant to the exercise of Option rights underthis Plan and any subsequent resale of the shares will be in compliance withapplicable laws and regulations.

 

If requested upon the exercise of this Option,certificates for shares may be issued in the name of the Optionee jointly withanother person or in the name of the executor or administrator of theOptionee’s estate.

 

Nothwithstanding any other provision hereof or of thePlan, no portion of this Stock Option shall be exercisable after the ExpirationDate hereof.

 

3.  Non-transferability of Option  This Option shall not be transferable by theOptionee otherwise than by will or by the laws of descent and distribution andthis Option shall be exercisable, during the Optionee’s lifetime, only by theOptionee.

 

4.  Termination of Employment  Ifthe Optionee’s employment by the Company or a Subsidiary (as defined in thePlan) is terminated, the period within which to exercise the Option may besubject to earlier termination as set forth below.

 

(a)  Termination by Death  Ifthe Optionee’s employment terminates by reason of death, any Option held by theOptionee may be exercised, to the extent exercisable at the date of death, bythe Optionee’s legal representative or legatee for a period of one hundredeighty (180) days from the date of death or until the Expiration Date, ifearlier.

 

(b)  Termination by Reason of Disability  Ifthe Optionee’s employment terminates by reason of Disability (as defined in thePlan), any Option held by the Optionee may be exercised, to the extentexercisable on the date of termination, for a period

 

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of twelve months (12) from the date oftermination or until the Expiration Date, if earlier.

 

(c)  Termination for Cause  Ifthe Optionee’s employment terminates for Cause (as defined in the Plan), anyOption held by the Optionee shall immediately terminate and be of no furtherforce and effect.

 

(d)  Other Termination  Ifthe Optionee’s employment terminates for any reason other than death,Disability or Cause, and unless otherwise determined by the Committee, anyOption held by the Optionee may be exercised, to the extent exercisable on thedate of termination, for a period of 3 months from the date of termination or untilthe Expiration Date, if earlier.

 

For this purpose, neither a transfer of employment from the Company toa Subsidiary (or from a Subsidiary to the Company) nor an approved leave ofabsence shall be deemed a “termination of employment.”

 

5.  Sale of the Company  Uponany (a) sale or other transfer of all or substantially all the assets of theCompany; (b) merger or consolidation of the Company with another corporation(except any such transaction in which the stockholders of the Company receive acontrolling interest on the surviving or resulting corporation); or (c) sale byone or more stockholders of a controlling interest on the Company, this Optionshall fully vest and shall be exercisable as to all Option Shares coveredhereby, effective immediately prior to the consummation of the transactionreferred to in clause (a), (b) or (c) hereof. For purposes of the foregoing, a “controlling interest” means stock ofany class or classes carrying a majority of the votes of all outstanding stock.

 

6.  Option Shares  TheOption Shares are shares of the Common Stock of the Company as constituted onthe date of this Option, subject to adjustment as provided in Section 3(b) ofthe Plan.

 

7.  No Special Employment Rights  This Option will not confer upon the Optioneeany right with respect to continuance of employment by the Company or aSubsidiary, nor will it interfere in any way with the right of the Optionee’semployer to terminate the Optionee’s employment at any time.

 

8.  Rights as a Stockholder  The Optionee shall have no rights as astockholder with respect to any shares of Common Stock which may be purchasedby exercise of this Option unless and until a certificate or certificatesrepresenting such shares are duly issued and delivered to the Optionee.  Except as otherwise expressly provided in thePlan, no adjustment shall be

 

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made for dividends or other rights for which the recorddate is prior to the date such stock certificate is issued.

 

9.  Tax Withholding   Nolater than the date as of which part or all of the value of any Common Stockreceived under the Plan first becomes includable in the Optionee’s gross incomefor federal tax purposes, the Optionee shall make arrangements with the Companyin accordance with Section 9 of the Plan regarding the payment of any federal,state, or local taxes required to be withheld with respect to such income.

 

10.  The Plan  Inthe Event of any discrepancy or inconsistency between this Agreement and thePlan, the terms and conditions of the Plan shall control.

 

11.  Miscellaneous  Noticeshereunder shall be mailed or delivered to the Company at its principal place ofbusiness and shall be mailed or delivered to Optionee at the address set forthbelow or, in either case, at such other address as one party may subsequentlyfurnish to the other party in writing.

 

 
|   | BROOKTROUT TECHNOLOGY, INC. |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         |   |
|   |                        |
|   | Title:                      |   |
|        |                             |  |  |

 

 

 

 

 

Receipt of the foregoing Option is acknowledged andits terms and conditions are hereby agreed to:

 

 
|   |       |
|--------|------------|
|   | , Optionee |
|   |       |
| Date:  |       |   | Address: |   |
|   |       |   |
|        |            |  |  |  |

 

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