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Exhibit 10.21  


 
 

ARTISOFT, INC.    
    
    2004 Stock Incentive Plan    
    


1.     Purpose  


        The purpose of this 2004 Stock Incentive Plan (the "Plan") of Artisoft, Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons
with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder (the "Code") and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has
a controlling interest, as determined by the Board of Directors of the Company (the "Board"). 



        The
Plan is designed to replace the Company's 1994 Stock Incentive Plan, and upon the approval of the Plan by the Company's stockholders, no further awards may be made under the
Company's 1994 Stock Incentive Plan. 


2.     Eligibility  


        All of the Company's employees, officers, directors, consultants and advisors are eligible to be granted options or restricted stock awards (each, an "Award")
under the Plan. Each person who has been granted an Award under the Plan shall be deemed a "Participant." 


3.     Administration and Delegation  


        (a)    Administration by Board of Directors.    The Plan will be administered by the Board. The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of
such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith. 


        (b)    Appointment of Committees.    To the extent permitted by applicable law, the Board may delegate any or all of
its powers under the Plan to one or more committees or subcommittees of the Board (a "Committee"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officers referred to in Section 3(c) of the Plan to the extent that the Board's powers or authority under the Plan have been delegated to such Committee or executive officers. 


        (c)    Delegation to Executive Officers.    To the extent permitted by applicable law, the Board may delegate to one
or more executive officers of the Company the power to grant Awards to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers
under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards to be granted by such executive officers (including, without limitation, the exercise price of such
Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the executive officers may grant; provided further, however,
that no executive officer shall be authorized to grant Awards to any "executive officer" of the 







 



Company
(as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any "officer" of the Company (as defined by
Rule 16a-1 under the Exchange Act). 


4.     Stock Available for Awards  



        (a)    Number of Shares.    Subject to adjustment under Section 7 of the Plan, Awards may be made under the
Plan for up to the number of shares of common stock, $0.01 par value per share, of the Company ("Common Stock") that is equal to the sum of: 



	(1)
	2,000,000
shares of Common Stock; plus



	(2)
	an
annual increase to be added on July 1 of each year during the period beginning on July 1, 2004 and ending on July 2, 2013 equal to the lesser of
(i) 150,000 shares of Common Stock, (ii) 1.5% of the outstanding shares on such date and (iii) an amount determined by the Board. 




        Notwithstanding
clause (2) above, in no event shall the number of shares available under this Plan be increased as set forth in clause (2) to the extent such increase, in
addition to any other increases proposed by the Board in the number of shares available for issuance under all other employee or director stock plans, would result in the total number of shares then
available for issuance under all employee and director stock plans exceeding 30% of the outstanding shares of Common Stock, assuming conversion into Common Stock of all outstanding shares of the
Company's convertible preferred stock, on July 1 of the applicable year. 


        If
any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including, without limitation, as the result of
shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options, to any limitations
under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 


        (b)    Per-Participant Limit.    Subject to adjustment under Section 7 of the Plan, the maximum
number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 500,000 per calendar year. The per-Participant limit described in
this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code ("Section 162(m)"). 


5.     Stock Options  


        (a)    General.    The Board may grant options to purchase Common Stock (each, an "Option") and determine the number
of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including, without limitation,
conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined)
shall be designated a "Nonstatutory Stock Option." 


        (b)    Incentive Stock Options.    An Option that the Board intends to be an "incentive stock option" as defined in
Section 422 of the Code (an "Incentive Stock Option") shall only be granted to employees of Artisoft, Inc., any of Artisoft, Inc.'s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be
construed consistently with the requirements of Section 422 of the Code. The Company shall have no 


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liability
to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option. 



        (c)    Exercise Price.    The Board shall establish the exercise price at the time each Option is granted and specify
it in the applicable option agreement, provided, however, that the exercise price shall be not less than 85% of the fair market value of the Common Stock, as determined by (or in a manner approved by)
the Board in good faith (the "Fair Market Value"), at the time the Option is granted. 


        (d)    Duration of Options.    Each Option shall be exercisable at such times and subject to such terms and conditions
as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted for a term in excess of 10 years. 


        (e)    Exercise of Option.    Options may be exercised by delivery to the Company of a written notice of exercise
signed by the proper person or by any other form of notice (including, without limitation, electronic notice) approved by the Board together with payment in full as specified in Section 5(f) of
the Plan for the number of shares for which the Option is exercised. 


        (f)    Payment upon Exercise.    Common Stock purchased upon the exercise of an Option granted under the Plan shall,
unless otherwise prohibited by applicable law, be paid for as follows: 



        (1)   in
cash or by check, payable to the order of the Company; 


        (2)   except
as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 


        (3)   when
the Common Stock is registered under the Securities Exchange Act of 1934 (the "Exchange Act"), by delivery of shares of Common Stock owned by the Participant valued
at their Fair Market Value, provided such Common Stock, if acquired directly from the Company, was owned by the Participant at least six months prior to such delivery; 


        (4)   to
the extent permitted by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as the Board may determine; or 


        (5)   by
any combination of the above permitted forms of payment. 




        (g)    Substitute Options.    In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the other sections of this
Section 5 or in Section 2 of the Plan. 


6.     Restricted Stock  


        (a)    Grants.    The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the
right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award 


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(each,
a "Restricted Stock Award"). Subject to adjustment under Section 7 of the Plan, Restricted Stock Awards may be made under the Plan for no more than 40,000 shares of Common Stock. 


        (b)    Terms and Conditions.    The Board shall determine the terms and conditions of any such Restricted Stock Award,
including, without limitation, the conditions for repurchase (or forfeiture) and the issue price, if any. 


        (c)    Stock Certificates.    Any stock certificates issued in respect of a Restricted Stock Award shall be registered
in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has
died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate. 


7.     Adjustments for changes in common stock and certain other events  


        (a)    Changes in Capitalization.    In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than
an ordinary cash dividend, (i) the number and class of securities available under this Plan under Section 4(a) of the Plan (including, without limitation, the share numbers relating to
annual increases
pursuant to Section 4(a)(2) of the Plan), (ii) the per-Participant limit set forth in Section 4(b) of the Plan, (iii) the number and class of securities and
exercise price per share subject to each outstanding Option, (iv) the repurchase price per share subject to each outstanding Restricted Stock Award and (v) the limit on the aggregate
number of shares which may be made subject to Restricted Stock Awards set forth in Section 6(a) of the Plan, shall be appropriately adjusted by the Company (or substituted Awards may be made,
if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 7(a) applies and
Section 7(b) of the Plan also applies to any event, Section 7(b) shall be applicable to such event, and this Section 7(a) shall not be applicable. 


        (b)    Reorganization Events    



        (1)    Definition.    A "Reorganization Event" shall mean: (a) any merger or consolidation of the Company with
or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property, (b) any exchange
of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction or (c) a liquidation or dissolution of the Company. 


        (2)    Consequences of a Reorganization Event on Options.    Upon the occurrence of a Reorganization Event, or the
execution by the Company of any agreement with respect to a Reorganization Event, the Board shall in its discretion, take any one or more of the following actions with respect to outstanding Options: 



        (a)   provide
that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof).
For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock
subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of 




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the
Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the
Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair
market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event; 


        (b)   upon
written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Reorganization
Event and will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the Participants before the consummation of such Reorganization Event;
and 


        (c)   in
the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common
Stock surrendered pursuant to such Reorganization Event (the "Acquisition Price"), provide that all outstanding Options shall terminate upon consummation of such Reorganization Event and that each
Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price for the Common Stock subject to the applicable Options multiplied
by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options. 





        If
any Option provides that it may be exercised for shares of Common Stock which remain subject to a repurchase right in favor of the Company, upon the occurrence of a Reorganization
Event, any shares of restricted stock received upon exercise of such Option shall be treated in accordance with Section 7(b)(3) as if they were a Restricted Stock Award. 



        (3)    Consequences of a Reorganization Event on Restricted Stock Awards.    Upon the occurrence of a Reorganization
Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company's successor and shall apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to
such Restricted Stock Award. 




8.     General Provisions Applicable to Awards  


        (a)    Transferability of Awards.    Except as the Board may otherwise determine or provide in an Award, Awards shall
not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to
authorized transferees. 


        (b)    Documentation.    Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board
shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. 


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        (c)    Board Discretion.    Except as otherwise provided by the Plan, each Award may be made alone or in addition or
in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly. 


        (d)    Termination of Status.    The Board shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant's
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award. 



        (e)    Withholding.    Each Participant shall pay to the Company, or make provision satisfactory to the Board for
payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including,
without limitation, shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to
satisfy such tax obligations cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including, without
limitation, payroll taxes, that are applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to a Participant. 


        (f)    Amendment of Award.    The Board may amend, modify or terminate any outstanding Award, including, without
limitation, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option,
provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect
the Participant. 


        (g)    Conditions on Delivery of Stock.    The Company will not be obligated to deliver any shares of Common Stock
pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company,
(ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including, without limitation, any
applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 


        (h)    Acceleration.    The Board may at any time provide that any Award shall become immediately exercisable in full
or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 



        (i)    Deferred Delivery of Shares Issuable Pursuant to an Award.    The Board may, at the time any Award is granted,
provide that, at the time Common Stock would otherwise be delivered pursuant to the Award, the Participant shall instead receive an instrument evidencing the right to future delivery of Common Stock
at such time or times, and on such conditions, as the Board shall specify. The Board may at any time accelerate the time at which delivery of all or any part of the Common Stock shall take place. 


9.     Miscellaneous  



        (a)    No Right to Employment or Other Status.    No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right to 


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continued
employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from
any liability or claim under the Plan, except as expressly provided in the applicable Award. 



        (b)    No Rights as Stockholder.    Subject to the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are
adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution
date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 


        (c)    Effective Date and Term of Plan.    The Plan shall become effective on the date on which it is adopted by the
Board, but no Award granted to a Participant that is intended to comply with Section 162(m) shall become exercisable, vested or realizable, as applicable to such Award, unless and until the
Plan has been approved by the Company's stockholders to the extent stockholder approval is required by Section 162(m) in the manner required under Section 162(m) (including, without
limitation, the vote required under Section 162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was
adopted by the Board or (ii) the date the Plan was approved by the Company's stockholders, but Awards previously granted may extend beyond that date. 


        (d)    Amendment of Plan.    The Board may amend, suspend or terminate the Plan or any portion thereof at any time,
provided that to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company's stockholders if required by Section 162(m) (including,
without limitation, the vote required under Section 162(m)). 


        (e)    Governing Law.    The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted
in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law. 













Adopted
by the Board on January 1, 2004 


Approved
by the Company's

Stockholders on March 15, 2004 













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ARTISOFT, INC.    
    
    Incentive Stock Option Agreement
  Granted Under 2004 Stock Incentive Plan    
    


1.     Grant of Option.  


        This agreement evidences the grant by Artisoft, Inc., a Delaware corporation (the "Company"),
on                        , 20    (the "Grant Date") to
                        , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the
terms provided herein and in the Company's 2004 Stock Incentive Plan (the
"Plan"), a total of       shares (the "Shares") of common stock, $0.01 par value per share, of the Company ("Common Stock") at
$                  per Share. Unless earlier terminated,
this option shall expire at 5:00 p.m., Eastern time, on the date that is ten years from the Grant Date (the "Final Exercise Date"). 



        It
is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms. 


2.     Vesting Schedule.  


        This option will become exercisable ("vest") in accordance with the following schedule: 25% one year after the Grant Date, with the remaining 75% vesting in equal
monthly installments over the succeeding 36 months. 


        The
right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole
or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 


3.     Exercise of Option.  



        (a)    Form of Exercise.    Each election to exercise this option shall be in a writing in the form attached hereto as
ANNEX A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may
purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional Share. 


        (b)    Continuous Relationship with the Company Required.    Except as otherwise provided in this Section 3,
this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an "Eligible Participant"). 


        (c)    Termination of Relationship with the Company.    If the Participant ceases to be an Eligible Participant for
any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise
Date), PROVIDED THAT this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation. 


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        (d)    Exercise Period upon Death or Disability.    If the Participant dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by
an authorized transferee), PROVIDED THAT this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date. 


        (e)    Discharge for cause.    If the Participant, prior to the Final Exercise Date, is discharged by the Company for
"cause" (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant
shall be considered to have been discharged for "Cause" if the Company determines, within 30 days after the Participant's resignation, that discharge for cause was warranted. 


4.     Tax Matters.  


        (a)    Withholding.    No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 


        (b)    Disqualifying Disposition.    If the Participant disposes of Shares acquired upon exercise of this option
within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 



5.     Nontransferability of Option.  


        This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the participant, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 


6.     Provisions of the Plan.  


        This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 



        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. 



	

 	
 	
Artisoft, Inc.
	

Dated:                       , 20    	
 	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    





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Participant's Acceptance    
    


        The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the
Company's 2004 Stock Incentive Plan. 



	

 	
 	
Participant:
	

 	
 	

    

	

 	
 	

Name:	

    

	 	 	Address:	    





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Annex A  


 
 

Notice of Stock Option Exercise    
    


Dated:                                  (1)



Artisoft, Inc.

5 Cambridge Center

Cambridge, Massachusetts 02142 


Attention:
Treasurer 


Dear
Sir or Madam: 


        I
am the holder of an Incentive Stock Option granted to me under the Artisoft, Inc. (the "Company") 2004 Stock Incentive Plan on                  (2)
 for the purchase of
                  (3) shares of Common Stock of the Company at a purchase price of
$                  (4) per share. 


        I
hereby exercise my option to purchase                  (5) shares of Common Stock (the "Shares"), for which I have
enclosed                  (6) in the amount of
                  (7). Please register my stock certificate as follows: 



	

Name(s):	
 	

    
	

(8)	
 	

 
	 	 	    
	 	 	 
	Address:	 	    
	 	 	 
	Tax I.D. #:	 	    
	(9)	 	 







        (1)   Enter
the date of exercise. 


        (2)   Enter
the date of grant. 


        (3)   Enter
the total number of shares of Common Stock for which the option was granted. 


        (4)   Enter
the option exercise price per share of Common Stock. 


        (5)   Enter
the number of shares of Common Stock to be purchased upon exercise of all or part of the option. 


        (6)   Enter
"cash", "personal check" or "stock certificates No. xxxx and xxxx" 


        (7)   Enter
the dollar amount (price per share of Common Stock times the number of shares of Common Stock to be purchased), or the number of shares tendered. Fair market value
of shares tendered, together with cash or check, must cover the purchase price of the shares issued upon exercise. 



        (8)   Enter
name(s) to appear on stock certificate: (a) Your name only; or (b) Your name and other name (i.e., John Doe and Jane Doe, Joint Tenants With Right of
Survivorship). 


        (9)   Social
Security Number of Holder(s). 



	

Very truly yours,	
 	

 
	

    
	
 	

 
	Name:	 	    
	 	 




[Signature page to Notice of Stock Option Exercise]  


11








  



 
 

ARTISOFT, INC.    
    
    Nonstatutory Stock Option Agreement
  Granted Under 2004 Stock Incentive Plan    
    


1.     Grant of Option.  


        This agreement evidences the grant by Artisoft, Inc., a Delaware corporation (the "Company"),
on                  , 20    (the "Grant Date") to
                        , an [employee], [consultant], [director] of the Company (the "Participant"), of an option to purchase, in
whole
or in part, on the terms provided herein and in the Company's 2004 Stock Incentive Plan (the "Plan"), a total of          shares (the llShares") of common stock, $0.01 par value per share, of
the Company ("Common Stock") at $                  per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the date
that is ten years from the Grant Date
(the "Final Exercise Date"). 


        It
is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires
the right to exercise this option validly under its terms. 


2.     Vesting Schedule.  


        This option will become exercisable ("vest") in accordance with the following schedule: 25% one year after the Grant Date, with the remaining 75% vesting in equal
monthly installments over the succeeding 36 months. 


        The
right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole
or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 


3.     Exercise of Option  


        (a)    Form of Exercise.    Each election to exercise this option shall be in a writing in the form attached hereto as
ANNEX A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may
purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional Share. 


        (b)    Continuous Relationship with the Company Required.    Except as otherwise provided in this Section 3,
this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an "Eligible
Participant"). 


        (c)    Termination of Relationship with the Company.    If the Participant ceases to be an Eligible Participant for
any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final
Exercise Date), PROVIDED THAT this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the
foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure
agreement or 


12







 



other
agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation. 


        (d)    Exercise Period Upon Death or Disability.    If the Participant dies or becomes disabled (within the meaning of
Section 22(e) (3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for "cause" as specified
in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death
by an authorized
transferee), PROVIDED THAT this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise Date. 


        (e)    Discharge for cause.    If the Participant, prior to the Final Exercise Date, is discharged by the Company for
"cause" (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant
shall be considered to have been discharged for "Cause" if the Company determines, within 30 days after the Participant's resignation, that discharge for cause was warranted. 



4.     Withholding.  


        No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the
Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 


5.     Nontransferability of Option.  


        This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 


6.     Provisions of the Plan.  


        This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 


        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. 



	

 	
 	
Artisoft, Inc.
	

Dated:                       , 20    	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    





13







 
 
 

Participant's Acceptance    
    


        The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the
Company's 2004 Stock Incentive Plan. 



	

 	
 	
Participant:
	

 	
 	

    

	 	 	Name:	    

	 	 	Address:	    





14








  



Annex A  


 
 

Notice of Stock Option Exercise    
    


Date:                                  (1)



Artisoft, Inc.

5 Cambridge Center

Cambridge, Massachusetts 02142 


Attention:
Treasurer 


Dear
Sir or Madam: 


        I
am the holder of a Nonstatutory Stock Option granted to me under the Artisoft, Inc. (the "Company") 2004 Stock Incentive Plan on                  (2)
 for the purchase of
                  (3) shares of Common Stock of the Company at a purchase price of
$                  (4) per share. 


        I
hereby exercise my option to purchase                  (5) shares of Common Stock (the "Shares"), for which I have
enclosed                  (6) in the amount of
                  (7). Please register my stock certificate as follows: 



	

Name(s):	
 	

    
	

(8)	
 	

 
	Address:	 	    
	 	 	 
	    	 	    
	 	 	 
	Tax I.D. #:	 	    
	(9)	 	 







        (1)   Enter
the date of exercise. 


        (2)   Enter
the date of grant. 


        (3)   Enter
the total number of shares of Common Stock for which the option was granted. 


        (4)   Enter
the option exercise price per share of Common Stock. 


        (5)   Enter
the number of shares of Common Stock to be purchased upon exercise of all or part of the option. 


        (6)   Enter
"cash", "personal check" or "stock certificates No. xxxx and xxxx" 


        (7)   Enter
the dollar amount (price per share of Common Stock times the number of shares of Common Stock to be purchased), or the number of shares tendered. Fair market value
of shares tendered, together with cash or check, must cover the purchase price of the shares issued upon exercise. 



        (8)   Enter
name(s) to appear on stock certificate: (a) Your name only; (b) Your name and other name (i.e., John Doe and Jane Doe, Joint Tenants With Right of
Survivorship); or (c) A Child's name, with you as custodian (i.e., Jane Doe, Custodian for Tommy Doe). Note: There may be income and/or gift tax consequences of registering shares in a Child's
name. 


        (9)   Social
Security Number of Holder (s). 



	

Very truly yours,	
 	

 
	

    
	
 	

 
	Name:	 	    
	 	 




[Signature page to Notice of Stock Option Exercise]


15








  



 
 

ARTISOFT, INC.    
    
    Amendment to 2004 Stock Incentive Plan    
    


        The 2004 Stock Incentive Plan (the "Plan") of Artisoft, Inc., a Delaware corporation, is hereby amended as follows: 




Section 4(a)(l)
of the Plan is amended and restated as set forth below (without limiting or reducing the effects of Section 4(a)(2) of the Plan to date and thereby resulting in a net
increase in the total shares of Common Stock authorized for issuance under the Plan, subject to the terms of the Plan, of 4,352,934): 



	"(1)
	6,352,934
shares of Common Stock; plus" 






        Except
to the extent amended hereby, the Plan is in all respects hereby ratified and confirmed and shall continue in full force and effect. 


16







 
 
 

ARTISOFT, INC.    
    
    Amendment to 2004 Stock Incentive Plan    
    



        The 2004 Stock Incentive Plan, as amended (the "Plan"), of Artisoft, Inc., a Delaware corporation, is hereby amended as follows: 




Section 4(a)
of the Plan is amended and restated as set forth below: 


        "(a)    Number of Shares.    Subject to adjustment under Section 7 of the Plan, Awards may be made under the
Plan for up 8,191,281 shares of common stock, $0.01 par value per share, of the Company ("Common Stock"). 



        If
any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including, without limitation, as the result of
shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options, to any limitations
under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares." 





        Except
to the extent amended hereby, the Plan is in all respects hereby ratified and confiied and shall continue in full force and effect. 


17











QuickLinks


ARTISOFT, INC. 2004 Stock Incentive Plan


ARTISOFT, INC. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive Plan

Participant's Acceptance


Notice of Stock Option Exercise


ARTISOFT, INC. Nonstatutory Stock Option Agreement Granted Under 2004 Stock Incentive Plan

Participant's Acceptance


Notice of Stock Option Exercise


ARTISOFT, INC. Amendment to 2004 Stock Incentive Plan

ARTISOFT, INC. Amendment to 2004 Stock Incentive Plan