exv10w15



 





EXHIBIT 10.15




SUBSTITUTE OPTION CERTIFICATE



Optionee:




     This Option and any securities issued upon exercise of this Option are subject to restrictions
on voting and transfer and requirements of sale and other provisions as set forth in the
Stockholder Agreement among West Corporation and certain investors, dated as of October 24, 2006,
as amended from time to time (the “Stockholder Agreement”) and the Registration Rights and
Coordination Agreement referred to therein (the “Registration Rights and Coordination Agreement”).
This Option and any securities issued upon exercise of this Option constitute an Option and Shares,
respectively, as defined in the Stockholder Agreement.



WEST CORPORATION

NONQUALIFIED STOCK OPTION




CERTIFICATE




     This stock option agreement (the “Agreement”) is hereby entered into between West Corporation,
a Delaware corporation (the “Company”), and the Optionee pursuant to the Company’s 2006 Executive
Incentive Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the
“Grant Date” shall mean ___, 2006.




	1.	 	Grant of Option. This certificate evidences the grant by the Company on the Grant Date to
the Optionee of an option to purchase (the “Option”), in whole or in part, on the terms
provided herein and in the Plan, [ ] Units at $[100.00] per Unit.
	 
	 	 	Each “Unit” consists of 8 shares of Class A Common Stock of the Company, par value $.001 per
share, and 1 share of Class L Common Stock of the Company, par value $.001 per share,
subject to adjustment as provided in the Plan. The Option evidenced by this certificate may
only be exercised for whole Units. The Option evidenced by this certificate is not intended
to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the
“Code”). This Option is granted in substitution of an option (which option is hereby deemed
cancelled) held by the Optionee in West Corporation (“Rollover Option”). Except as permitted
in Section 409A Rollover Law and expressly provided in this Agreement, the terms of the
Rollover Option are deemed incorporated into this Option; it being understood, that the
exercise price and the number of shares may be adjusted as permitted under Section 409A
Rollover Law. The Option shall be subject to the terms of the plan that previously governed
the Rollover Option immediately prior to the date hereof, and to the terms of any other
agreement previously governing the Rollover Option for which this Option is substituted to
the extent required by Section 409A Rollover Law, and will also be governed by the Plan, as
applicable, and the Stockholder Agreement and Registration Rights and Coordination
Agreement, in each case to the extent consistent with Section 409A Rollover Law.




 









 






	2.	 	Vesting. The Option is fully vested.
	 
	3.	 	Exercise of Option. Each election to exercise this Option shall be subject to the terms and
conditions of the Plan and shall be in writing, signed by the Optionee or by his or her
executor or administrator or by the Person or Persons to whom this Option is transferred by
will or the applicable laws of descent and distribution (the “Legal Representative”), and made
pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest
date on which this Option may be exercised (the “Final Exercise Date”) is the latest date upon
which the Rollover Option was exercisable, subject to earlier termination in accordance with
the terms and provisions of the Plan and this Agreement.
	 
	4.	 	Representations and Warranties of Optionee.
	 
	 	 	Optionee represents and warrants that:






	 	(a)	 	Authorization. Optionee has full legal capacity, power, and authority
to execute and deliver this Agreement and to perform Optionee’s obligations hereunder.
This Agreement has been duly executed and delivered by Optionee and is the legal,
valid, and binding obligation of Optionee enforceable against Optionee in accordance
with the terms hereof.
	 
	 	(b)	 	No Conflicts. The execution, delivery, and performance by Optionee of
this Agreement and the consummation by Optionee of the transactions contemplated hereby
will not, with or without the giving of notice or lapse of time, or both (i) violate
any provision of law, statute, rule or regulation to which Optionee is subject, (ii)
violate any order, judgment or decree applicable to Optionee, or (iii) conflict with,
or result in a breach of default under, any term or condition of any agreement or other
instrument to which Optionee is a party or by which Optionee is bound.
	 
	 	(c)	 	No Other Agreements. Except as provided by this Agreement, the
Stockholder Agreement, the Registration Rights and Coordination Agreement, the plan
that previously governed the Rollover Option immediately prior to the date hereof, the
terms of any other agreement previously governing the Rollover Option, and the Plan,
Optionee is not a party to or subject to any agreement or arrangement with respect to
the voting or transfer of this Option or the shares of common stock issued upon
exercise hereof.
	 
	 	(d)	 	Thorough Review, etc. Optionee has thoroughly reviewed the Plan and
this Agreement in their entirety. Optionee has had an opportunity to obtain the advice
of counsel (other than counsel to the Company or its Affiliates) prior to executing
this Agreement, and fully understands all provisions of the Plan and this Agreement.
	 
	 	(e)	 	Investment Intent. The Optionee is acquiring the Stock solely for the
Optionee’s own account for investment and not with a view to or for sale in connection
with any distribution of the Stock or any portion thereof and not with any present
intention of selling, offering to sell or otherwise disposing of or distributing the




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	 	 	 	Stock or any portion thereof in any transaction other than a transaction exempt from
registration under the Securities Act. The Optionee further represents that the
entire legal and beneficial interest of the Stock is being acquired, and will be
held, for the account of the Optionee only and neither in whole nor in part for any
other person.
	 
	 	(f)	 	Absence of Solicitation. The Optionee was not presented with or
solicited by any form of general solicitation or general advertising, including, but
not limited to, any advertisement, article, notice, or other communication published in
any newspaper, magazine, or similar media, or broadcast over television, radio or
similar communications media, or presented at any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
	 
	 	(g)	 	Residence. The Optionee’s principal residence is located at the
address indicated beneath the Optionee’s signature below.
	 
	 	(h)	 	Information Concerning the Company. The Optionee is aware of the
Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the Stock. The Optionee further represents and warrants that the Optionee has
discussed the Company and its plans, operations and financial condition with its
officers, has received all such information as the Optionee deems necessary and
appropriate to enable the Optionee to evaluate the financial risk inherent in acquiring
the Stock and has received satisfactory and complete information concerning the
business and financial condition of the Company in response to all inquiries in respect
thereof.
	 
	 	(i)	 	Capacity to Protect Interests. The Optionee is an ‘accredited
investor’ as that term is defined in Regulation D promulgated under the Securities Act
of 1933, as amended, and the Optionee has either (i) a preexisting personal or business
relationship with the Company or any of its officers, directors, or controlling
persons, consisting of personal or business contacts of a nature and duration to enable
the Optionee to be aware of the character, business acumen and general business and
financial circumstances of the person with whom such relationship exists, or (ii) such
knowledge and experience in financial and business matters as to make the Optionee
capable of evaluating the merits and risks of an investment in the Stock and to protect
the Optionee’s own interests in the transaction, or (iii) both such relationship and
such knowledge and experience.




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	5.	 	Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of
this Option shall be subject to the Stockholder Agreement, the Registration Rights and
Coordination Agreement and the transfer and other restrictions, rights, and obligations set
forth in those agreements. By executing this Agreement, Optionee hereby becomes a party to
and bound by the Stockholder Agreement and by the Registration Rights and Coordination
Agreement as a Manager (as such term is defined in those agreements), without any further
action on the part of Optionee, the Company or any other person.






	6.	 	Legends. Certificates evidencing any shares issued upon exercise of the Option granted
hereby may bear the following legends, in addition to any legends which may be required by the
Stockholder Agreement or by the Registration Rights and Coordination Agreement:
	 
	 	 	“The securities represented by this certificate were issued in a private placement, without
registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold,
assigned, pledged, or otherwise transferred in the absence of an effective registration
under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer,
that registration under the Act is not required.”






	7.	 	Withholding. No shares will be transferred pursuant to the exercise of this Option unless
and until the person exercising this Option shall have remitted to the Company an amount
sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have
made other arrangements satisfactory to the Company with respect to such taxes. The
Administrator will make such provision for the withholding of taxes as it deems necessary.
The Administrator shall, at the election of the Participant, hold back shares of Stock from an
Award or permit a Participant to tender previously owned shares of Stock in satisfaction of
tax withholding requirements (but not in excess of the applicable minimum statutory
withholding rate).






	8.	 	Nontransferability of Option. Except as provided by the following sentence, this Option is
not transferable by the Optionee other than by will or the applicable laws of descent and
distribution, and is exercisable during the Optionee’s lifetime only by the Optionee. Subject
to the Stockholder Agreement and the Registration Rights and Coordination Agreement, this
Option shall be transferable to the extent permitted by Rule 701 under the Securities Act of
1933, as amended.






	9.	 	Status Change. Upon the termination of the Optionee’s Employment, this Option shall continue
or terminate, as and to the extent provided in the Plan, except to the extent required under
Section 409A Rollover Law.






	10.	 	Effect on Employment. Neither the grant of this Option, nor the issuance of shares upon
exercise of this Option, shall give the Optionee any right to be retained in the employ of the
Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or
discipline such Optionee at any time, or affect any right of such Optionee to terminate his or
her Employment at any time.




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	11.	 	Indemnity. Optionee hereby indemnifies and agrees to hold the Company harmless from and
against all losses, damages, liabilities and expenses (including without limitation reasonable
attorneys fees and charges) resulting from any breach of any representation, warranty, or
agreement of Optionee in this Agreement or any misrepresentation of Optionee in this
Agreement.






	12.	 	Provisions of the Plan. This Option is subject to the terms of the plan that previously
governed the Rollover Option immediately prior to the date hereof and to the terms of any
other agreement previously governing the Rollover Option for which this Option is substituted,
which are incorporated herein by reference, to the extent required by Section 409A Rollover
Law. The Option is also subject to the provisions of the Plan, as applicable, which are also
incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of
this Option has been furnished to the Optionee. By exercising all or any part of this Option,
the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any
conflict between the terms of this Option and the Plan, between this Option and plan that
previously governed the Rollover Option immediately prior to the date hereof, or between this
Option and any other agreement previously governing the Rollover Option for which this Option
is substituted, the terms of this Option shall control, except to the extent required under
Section 409A Rollover Law.






	13.	 	Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings
set forth on the first page of this Agreement; initially capitalized terms not otherwise
defined herein shall have the meaning provided in the Plan and the Stockholder Agreement, and,
as used herein, the following terms shall have the meanings set forth below:






     “Affiliate” shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person.




     “Person” shall mean any individual, partnership, corporation, association, trust, joint
venture, unincorporated organization or other entity.




     “Section 409A Rollover Law” shall mean Section 409A of the Code and guidance issued
thereunder (or applicable thereto) including but not limited to Internal Revenue Service
Notice 2005-1 (including Q&A 4(d)(ii) thereof), proposed Treasury Regulations in respect of
Section 409A of the Code (including Section 1.409A-1(b)(5) of such proposed regulations),
Treasury Regulation Section 1.424-1 and any subsequent guidance under Section 409A of the
Code.




	14.	 	General. For purposes of this Option and any determinations to be made by the Administrator
or Compensation Committee, as the case may be, hereunder, the determinations by the
Administrator or Compensation Committee, as the case may be, shall be binding upon the
Optionee and any transferee.





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     IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal
by its duly authorized officer. This Option shall take effect as a sealed instrument.



	 	 	 	 	 
	 	WEST CORPORATION

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	Dated:

	 	 
	 
	 	 
	Acknowledged and Agreed
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Address of Principal Residence: