Exhibit 10.1


 


BROOKTROUT, INC.

2001 STOCK OPTION AND INCENTIVE PLAN



INCENTIVE STOCK OPTION AGREEMENT


 


	
  [                           ]

  	
   

  	
  [                         ]

  
	
  Number of Shares

  	
   

  	
   Date

  



 


Pursuant to its 2001 Stock Option and Incentive
Plan (the “Plan”), Brooktrout, Inc. (the “Company”) hereby grants to
[                              ]
(the “Optionee”) an Option (the “Option”) to purchase, on or prior to
[                                 ]
(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 shall be construed in a manner to qualify it as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”), subject to the terms of Section 9 below.


 


1.  Vesting Schedule.  No portion of this Option may be exercised
until such portion shall have vested. Except as otherwise set forth herein, and
subject to the determination of the Committee (as defined in the Plan) in its
sole discretion to accelerate the vesting schedule hereunder, this Option shall
be vested and exercisable with respect to the following number of Option Shares
and in accordance with the timetable set forth below:


 


[insert
vesting schedule]


 


Once vested, this Option shall continue to
be exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.


 


2. Manner of Exercise.  The Optionee may exercise
this Option only in the following manner: from time to time on or prior to the
Expiration Date of this Option, the Optionee may give written notice to the
Company of his or her election to purchase some or all of the vested Option
Shares purchasable at the time of such notice. 
Said notice shall specify the number of shares to be purchased.  No portion of this Option shall be
exercisable after the Expiration Date. 
The exercise of this Option is subject to the Company’s insider trading
policy, as in effect from time to time.


 


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 by the Committee; or
(b) by delivery of shares of Common Stock that the Optionee has held for at
least six (6) months and that are not then subject to restrictions under any
Company plan; 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; or (d) by the Optionee delivering to the
Company a promissory note if the Board has expressly authorized the loan of
funds to the Optionee


 
















 


for the purpose of enabling or assisting the Optionee to exercise
the Option.  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 the full purchase price therefore and the fulfillment of any other
requirements contained in this Agreement, the Plan, or applicable provisions of
laws.  If requested upon the exercise of
this Option, certificates for shares may be issued in the name of the Optionee
jointly with another person, in the name of the executor or administrator of
the Optionee’s estate, or in the name of a designated beneficiary.


 


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, or by the Optionee’s legal
representative or guardian in the event of the Optionee’s incapacity.


 


4. Termination of Employment.  If the Optionee’s
employment with the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Option may be subject to
earlier expiration as set forth below.


 


(a)           Termination by Death. If the Optionee’s
employment terminates by reason of death, any Option held by the Optionee may
be exercised, to the extent exercisable on the date of death, by the Optionee’s
legal representative or legatee for a period of one hundred eighty (180) days
from the date of death or until the Expiration Date, if earlier.  The Optionee may designate a beneficiary or
beneficiaries to exercise this Option or receive any payment under this Option
payable on or after the Optionee’s death. 
Any such designation shall be on a form provided for that
purpose by the Committee and shall not be effective until received by the
Committee.  If no beneficiary has been
designated, or if the designated beneficiaries have predeceased the Optionee,
the beneficiary shall be the Optionee’s estate.


 


(b)           Termination by Reason of Disability.  If the Optionee’s employment terminates by
reason of Disability (as defined in Section 22(e)(3) of the Code), any Option
held by the Optionee may be exercised, to the extent exercisable on the date of
termination, for a period of one (1) year from the date of termination or until
the Expiration Date, if earlier.


 


(c)           Termination for Cause. If the Optionee’s
employment is terminated by the Company for Cause, any Option held by the
Optionee shall immediately terminate and be of no further force and
effect.  For purposes hereof, “Cause”
shall mean a vote by the Board of Directors (with respect to officers of the
Company) or a determination by the President or Vice President Finance and
Operations (with respect to employees other than officers of the Company) that
the Optionee shall be dismissed as a result of (i) any material breach by the
Optionee of any agreement between the Optionee and the Company; (ii) the
conviction of or plea of nolo contendere by the Optionee to a felony or a crime
involving moral turpitude; or (iii) any material misconduct or willful and
deliberate non-performance (other than by reason of Disability) by the Optionee
of the Optionee’s duties to the Company.


 


(d)           Other Termination.  If the Optionee’s employment terminates for
any reason other than death, Disability or Cause, and unless otherwise
determined by the Committee, any Option


 


2
















 


held by the Optionee may be exercised, to the extent exercisable
on the date of termination, for a period of ninety (90) days from the date of
termination or until the Expiration Date, if earlier.


 


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


 


5. Change of Control.  In
connection with a Sale Event (as defined below and in Section 3(c) of the
Plan), this Option shall become vested with respect to
[              ]%
of the unvested Option Shares (and shall therefore be exercisable with respect
to such shares in addition to any unexercised Option Shares that had
previously vested) immediately before
the consummation of such Sale Event, subject to the following provisions, and
shall terminate immediately thereafter. 
The Optionee shall be permitted, within a specified period of time prior
to the consummation of such Sale Event as determined by the Committee, to
exercise all exercisable Options held by the Optionee, including those that
will become exercisable upon the consummation of the Sale Event; provided,
however, that the exercise of Options not exercisable prior to the Sale Event
shall be subject to the consummation of the Sale Event.


 


Section 3(c)
of the Plan defines “Sale Event” as (i) the dissolution or liquidation of the
Company, (ii) the sale of all or substantially all of the assets of the
Company on a consolidated basis to an unrelated person or entity, (iii) a
merger, reorganization or consolidation in which the outstanding shares of
Common Stock are converted into or exchanged for a different kind of securities
of the successor entity and the holders of the Company’s outstanding voting
power immediately prior to such transaction do not own a majority of the
outstanding voting power of the successor entity immediately upon completion of
such transaction, or (iv) the sale of all of the Common Stock of the Company to
an unrelated person or entity.


 


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 of the Plan.


 


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


 


8. Rights as a
Stockholder.  The Optionee shall have rights as a
stockholder, such as voting and dividend rights, only with respect to shares of
Common Stock acquired upon the exercise of this Option and not with respect to
unexercised Option Shares.


 


9. Qualification under
Section 422.  It is understood and intended that the Option
granted hereunder shall qualify as an “incentive stock option” as defined in
Section 422 of the Code.  Accordingly,
the Optionee understands that in order to obtain the benefits of an incentive
stock option under Section 422 of the Code, no sale or other disposition may be
made of any shares of Common Stock acquired upon exercise of the Option (the
“Shares”) within the one-year period beginning on the day after the day of the
transfer of such Shares to him or her, nor within the two-year period beginning
on the day after the grant of the Option. 
If the Optionee intends to dispose or does dispose (whether by sale,
gift, transfer or otherwise) of any such Shares within said periods, he or she
will notify the Company within thirty (30) days after such disposition.  In addition, no more


 


3
















 


than $100,000 of the aggregate fair market value of Option Shares
granted under the Plan may become exercisable for the first time by the
Optionee during any calendar year and be treated as incentive stock options
under Section 422 of the Code.


 


10. Tax Withholding.  No later than the date as
of which part or all of the value of any Common Stock received under the Option
first becomes included in the Optionee’s gross income for federal tax purposes,
the Optionee shall make arrangements with the Company in accordance with
Section 11 of the Plan regarding the payment of any federal, state, or local
taxes required to be withheld with respect to such income.


 


11. 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.


 


12. 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:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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


 


 


	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  Optionee

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Address:

  
						



 


4