Exhibit 10.2


 


BROOKTROUT, INC

1992 STOCK INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR

NON-QUALIFIED STOCK OPTION AGREEMENT


 


 


	
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  Number of
  Shares

  	
   

  	
   Date

  



 


Pursuant to its 1992 Stock Incentive Plan (the “Plan”), Brooktrout,
Inc.  (the “Company”) hereby grants to
[                                ]
(the “Optionee”), an Eligible Director
(as deferred in the Plan) an Option to purchase on or prior to the tenth
anniversary of this Agreement (the “Expiration Date”) all or any part of
[                             ]
shares of Common Stock of the Company, par value $0.01 per share (the
Option Shares”) at a price of
$[              ] per share in accordance with the schedule
set forth in Section 1 hereof and subject to the terms and conditions set forth
hereinafter and in the Plan.  This Option
is granted pursuant to Section 5 (c) of the Plan and does not qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”); consequently, it shall be treated as a non-qualified
stock option for tax purposes.


 


1.             Vesting
Schedule.   Subject to the provisions
of Section 5 and 6 hereof and the discretion of the Committee (as defined in
the Plan, and hereinafter referred to as the “Committee”) to accelerate the
vesting schedule hereunder, this Option shall become vested and exercisable
with respect to
[                     ]
Option Shares [insert vesting schedule],
so long as the Optionee continues to serve as a Director of the Company, in
accordance with Section 5 (c) (i) of the Plan.


 


2.             Manner
of Exercise.   The Optionee may
exercise this Option only in the following manner:  from time to time from the date that is the
first anniversary of the grant of this Option and through (and including) the
Expiration Date of this Option, the Optionee may give written notice to the
Committee of his election to purchase at the time of such notice.  Said notice shall specify the number of
shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods:  (a) in cash, by certified or bank check or
other instrument acceptable to the Committee; or (b) in the form of shares of
Common Stock that are not then subject to restrictions under any Company plan
(subject to the Committee’s discretion); or (c) by the Optionee delivering to
the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a 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 purchase price as so provided, the
Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe
as a condition of such payment procedure. 
Payment instruments will be received subject to collection.


 


The delivery of certificates representing the
Option Shares will be contingent upon the Company’s receipt from the Optionee
of full payment therefore, as set forth above, and any agreement, statement or
other evidence as the Company may require to satisfy itself that the issuance
of Option Shares to be purchased pursuant to the exercise of Options under this
Agreement and any subsequent resale of the Shares will be in compliance with
applicable laws and regulations.


 


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


 


Notwithstanding any other provision hereof or
of the Plan, no portion of this Stock Option shall be exercisable after the
Expiration Date hereof.


 


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


 


4.                                       Termination.


 


(a)                Expiration Date.   This Option shall terminate on the
Expiration Date.


 


(b)               Termination as Eligible Director.   The
rights of the Optionee in this Option shall terminate on the date three months
after the date on which the Optionee ceases to be an Eligible Director, unless
earlier terminated pursuant to Section 4 (a), and shall be exercisable as to
the number of Option Shares vested on the date of which the Optionee ceases to
be an Eligible Director; provided, however, if the Optionee ceases to be an
Eligible Director for Cause (as defined in the Plan), all rights of the
Optionee in this Option shall terminate immediately upon the date the Optionee
ceases to be an Eligible Director.


 


(c)                Optionee’s Death.  
Notwithstanding the provisions of Section 4(b), if this Option is
outstanding on the date of Optionee’s death and Optionee is an Eligible
Director on such date, this Option may be exercised by the legal representative
or legatee of the Optionee as to the Option Shares vested on the date of death
for a period of 180 days from the date of death, unless earlier terminated
pursuant to Section 4(a).


 


5.             Changes of
Control.            In the event of a
merger, consolidation, dissolution or liquidation of the Company, this Option
will automatically terminate upon


 
















 


the
date of consummation of such transaction, subject to the Optionee’s right to
exercise this Option as to any or all the Option Shares then vested hereunder
at any time or on or before the date of such consummation, unless otherwise
determined by the Board of Directors of the Company in accordance with Section
3(b) of the Plan.


 


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


 


7.             No Special
Rights.               This Option will
not confer upon the Optionee any right with respect to continuance as a
Director of the Company or a Subsidiary, nor will it interfere in any way with
any right of the Board of Directors or the stockholders of the Company with
respect to termination of Directors.


 


8.             Rights as a
Stockholder.     The Optionee shall
have no rights as a shareholder with respect to any shares of Common Stock
which may be purchased by exercise of this Option unless and until a
certificate or certificates representing such shares are duly issued and
delivered to the Optionee.  Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.


 


9.             Tax Withholding. No later than the date as of which part or all
of the value of any Common Stock received under the Plan first becomes
includable in the Optionee’s gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with Section 9
of the Plan regarding the payment of any federal, state or local taxes required
to be withheld with respect to the income.


 


10.           The Plan.               In the event of any discrepancy
or inconsistency between this Agreement and the Plan, the terms and conditions
of the Plan shall control.


 


11.           Miscellaneous.     Notices hereunder shall be mailed or
delivered to the Company at its principal place of business and shall be mailed
or delivered to Optionee at the address set forth below or, in either case, at
such other address as one party may subsequently furnish to the other party in
writing.


 


	
   

  	
  BROOKTROUT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 
















 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  , Optionee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Address: