exv10w3b



 





EXHIBIT 10.3b




ASPECT COMMUNICATIONS CORPORATION




1998 DIRECTORS’ STOCK OPTION PLAN




Amended and Restated as of August 31, 2000

Amended as of June 6, 2002

Amended and Restated as of June 2, 2004




     1.    Purposes of the Plan. The purposes of this Directors’ Stock Option
Plan are to attract and retain the best available individuals for service as
Directors of the Company, to provide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage their
continued service on the Board.



     All options granted hereunder shall be nonstatutory stock options.



     2.    Definitions. As used herein, the following definitions shall apply:



          (a) “Board” shall mean the Board of Directors of the Company.



          (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.



          (c) “Common Stock” shall mean the Common Stock of the Company.



          (d) “Company” shall mean Aspect Communications Corporation, a California
corporation.



          (e) “Continuous Status as a Director” shall mean the absence of any
interruption or termination of service as a Director.



          (f) “Director” shall mean a member of the Board.



          (g) “Employee” shall mean any person, including any officer or director,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a director’s fee by the Company shall not be sufficient in and of
itself to constitute “employment” by the Company.



          (h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.



          (i) “Option” shall mean a stock option granted pursuant to the Plan. All
options shall be nonstatutory stock options (i.e., options that are not
intended to qualify as incentive stock options under Section 422 of the Code).



          (j) “Optioned Stock” shall mean the Common Stock subject to an Option.



          (k) “Optionee” shall mean an Outside Director who receives an Option.



          (l) “Outside Director” shall mean a Director who is not an Employee.



          (m) “Parent” shall mean a “parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code.



 









 





          (n) “Plan” shall mean this 1998 Directors’ Stock Option Plan.



          (o) “Share” shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.



          (p) “Subsidiary” shall mean a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code.



     3.    Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,050,000 Shares (the “Pool”) of Common Stock. The Shares
may be authorized, but unissued, or reacquired Common Stock.



     If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. If Shares which were acquired upon exercise of an
Option are subsequently repurchased by the Company, such Shares shall not in
any event be returned to the Plan and shall not become available for future
grant under the Plan.



     4.    Administration of and Grants of Options under the Plan.



          (a) Administrator. Except as otherwise required herein, the Plan shall be
administered by the Board.



          (b) Procedure for Grants. All grants of Options hereunder shall be
automatic and nondiscretionary and shall be made strictly in accordance with
the following provisions:



               (i) No person shall have any discretion to select which Outside Directors
shall be granted Options or to determine the number of Shares to be covered by
Options granted to Outside Directors.



               (ii) Each person who becomes an Outside Director after the date of the
Company’s annual meeting of shareholders in 2004 shall be automatically granted
an Option to purchase 30,000 Shares (the “First Option”) on the date on which
such person first becomes an Outside Director, whether through election by the
shareholders of the Company or appointment by the Board of Directors to fill a
vacancy.



               (iii) Beginning on August 31, 2004, each Outside Director shall be
automatically granted an Option to purchase 20,000 Shares (a “Subsequent
Option”) on August 31 of each year (if August 31 falls on a Saturday, Sunday or
holiday, then the Option shall be automatically granted on the immediately
preceding business day), provided that, on such date, he or she shall have
served on the Board for at least six (6) months.



               (iv) On the date of the Company’s annual meeting of shareholders in 2004,
each Outside Director continuing in service immediately following such meeting
shall automatically be granted an Option to purchase 6,000 Shares (a “Special
Option”) on the date of the meeting.



               (v) Notwithstanding the provisions of subsections (ii) and (iii) hereof,
in the event that a grant would cause the number of Shares subject to
outstanding Options plus the number of Shares previously purchased upon
exercise of Options to exceed the Pool, then each such automatic grant shall be
for that number of Shares determined by dividing the total number of Shares
remaining available for grant by the number of Outside Directors receiving an
Option on such date on the automatic grant date. Any further grants shall then
be deferred until such time, if any, as additional Shares become available for
grant



 









 







under the Plan through action of the shareholders to increase the number
of Shares which may be issued under the Plan or through cancellation or
expiration of Options previously granted hereunder.



               (vi) Notwithstanding the provisions of subsections (ii) and (iii) hereof,
any grant of an Option made before the Company has obtained shareholder
approval of the Plan in accordance with Section 17 hereof shall be conditioned
upon obtaining such shareholder approval of the Plan in accordance with Section
17 hereof.



               (vii) The terms of each of the First Options, the Subsequent Options and
the Special Options granted hereunder shall be as follows:



                    (1) each such Option shall be exercisable only while the Outside Director
remains a Director of the Company, except as set forth in Sections 4(e) and 9
hereof;



                    (2) the exercise price per Share shall be 100% of the fair market value
per Share on the date of grant of the Option, determined in accordance with
Section 8 hereof; and



                    (3) each Option shall become vested and exercisable in installments
cumulatively as to 25% of the Shares subject to the Option on each of the
first, second, third and fourth anniversaries of the date of grant of the
Option.



          (c) Powers of the Board. Subject to the provisions and restrictions of
the Plan, the Board shall have the authority, in its discretion: (i) to
determine, upon review of relevant information and in accordance with Section
8(b) of the Plan, the fair market value of the Common Stock; (ii) to determine
the exercise price per share of Options to be granted, which exercise price
shall be determined in accordance with Section 8(a) of the Plan; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations
relating to the Plan; (v) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously
granted hereunder; and (vi) to make all other determinations deemed necessary
or advisable for the administration of the Plan.



          (d) Effect of Board’s Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.



          (e) Suspension or Termination of Option. If the Chief Executive Officer
or his or her designee reasonably believes that an Optionee has committed an
act of misconduct, the Chief Executive Officer may suspend the Optionee’s right
to exercise any option pending a determination by the Board of Directors
(excluding the Outside Director accused of such misconduct). If the Board of
Directors (excluding the Outside Director accused of such misconduct)
determines an Optionee has committed an act of embezzlement, fraud, dishonesty,
nonpayment of an obligation owed to the Company, breach of fiduciary duty or
deliberate disregard of the Company rules resulting in loss, damage or injury
to the Company, or if an Optionee makes an unauthorized disclosure of any
Company trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any Company customer to breach a
contract with the Company or induces any principal for whom the Company acts as
agent to terminate such agency relationship, neither the Optionee nor his or
her estate shall be entitled to exercise any option whatsoever. In making such
determination, the Board of Directors (excluding the Outside Director accused
of such misconduct) shall act fairly and shall give the Optionee an opportunity
to appear and present evidence on Optionee’s behalf at a hearing before the
Board or a committee of the Board.



 









 





     5.    Eligibility. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth
in Section 4(b) hereof. An Outside Director who has been granted an Option
may, if he or she is otherwise eligible, be granted an additional Option or
Options in accordance with such provisions.



     The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director or the Company
may have to terminate his or her directorship at any time.



     6.    Term of Plan; Effective Date. The Plan shall become effective upon its
approval by the shareholders of the Company as described in Section 17 of the
Plan. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 13 of the Plan.



     7.    Term of Options. The term of each Option shall be ten (10) years from
the date of grant thereof.



     8.     Exercise Price and Consideration.



          (a) Exercise Price. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be 100% of the fair market value
per Share on the date of grant of the Option.



          (b) Fair Market Value. The fair market value shall be determined by the
Board; provided, however, that in the event the Common Stock is traded on the
Nasdaq National Market or listed on a stock exchange, the fair market value per
Share shall be the closing sale price on such system or exchange on the date of
grant of the Option (or, in the event that the Common Stock is not traded on
such date, on the immediately preceding trading date), as reported by Nasdaq or
the stock exchange.



          (c) Form of Consideration. The consideration to be paid for the Shares to
be issued upon exercise of an Option shall consist entirely of cash, check,
other Shares of Common Stock having a fair market value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised (which, if acquired from the Company, shall have been
held for at least six months), delivery of a properly executed exercise
together with irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds required to pay the exercise price,
or any combination of such methods of payment and/or any other consideration or
method of payment as shall be permitted under applicable corporate law.



     9.    Exercise of Option.



          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times as are set forth in Section 4(b)
hereof; provided, however, that no Options shall be exercisable prior to
shareholder approval of the Plan in accordance with Section 17 hereof has been
obtained.



               (i) An Option may not be exercised for a fraction of a Share.



               (ii) An Option shall be deemed to be exercised when properly executed
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may consist of any consideration and
method of payment allowable under Section 8(c) of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate



 









 







evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate (or
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) for the number of Shares so acquired shall be issued (or
made) to (or for) the Optionee as soon as practicable after exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.



               (iii) Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.



          (b) Termination of Status as a Director. If an Outside Director ceases to
serve as a Director, he or she may, but only within thirty (30) days after the
date he or she ceases to be a Director of the Company, exercise his or her
Option to the extent that he or she was entitled to exercise it at the date of
such termination. Notwithstanding the foregoing, in no event may the Option be
exercised after its term set forth in Section 7 has expired. To the extent
that such Outside Director was not entitled to exercise an Option at the date
of such termination, or does not exercise such Option (which he or she was
entitled to exercise) within the time specified herein, the Option shall
terminate.



          (c) Disability of Optionee. Notwithstanding Section 9(b) above, in the
event a Director is unable to continue his or her service as a Director with
the Company as a result of his or her total and permanent disability (as
defined in Section 22(e)(3) of the Code), he or she (or his or her authorized
representative) may, but only within six (6) months from the date of such
termination, exercise his or her Option to the extent he or she was entitled to
exercise it at the date of such termination. Notwithstanding the foregoing, in
no event may the Option be exercised after its term set forth in Section 7 has
expired. To the extent that he or she was not entitled to exercise the Option
at the date of termination, or if he or she does not exercise such Option
(which he or she was entitled to exercise) within the time specified herein,
the Option shall terminate.



          (d) Death of Optionee. In the event of the death of an Optionee:



               (i) During the term of the Option, if the Optionee is, at the time of his
or her death, a Director of the Company and has been in Continuous Status as a
Director since the date of grant of the Option, the Option may be exercised, at
any time within six (6) months following the date of death, by the Optionee’s
estate or by a person or entity who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and remained in Continuous
Status as Director for six (6) months after the date of death. Notwithstanding
the foregoing, in no event may the Option be exercised after its term set forth
in Section 7 has expired.



               (ii) Within thirty (30) days after the termination of Continuous Status as
a Director, the Option may be exercised, at any time within six (6) months
following the date of death, by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to the extent of the right to exercise that had accrued at the date of
termination. Notwithstanding the foregoing, in no event may the option be
exercised after its term set forth in Section 7 has expired.



     10.    Limited Transferability of Options. Except as set forth below, the
Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution or pursuant to a qualified domestic relations order (as defined by
the Code or the rules thereunder). An Option shall be transferable by an
Optionee to a living trust or a family trust



 









 







established by the Optionee, under such terms and conditions as are
established by the Administrator. Any such transfer shall also be subject to
the Applicable Laws. The designation of a beneficiary by an Optionee does not
constitute a transfer. An Option may be exercised during the lifetime of an
Optionee only by the Optionee or a transferee permitted by this Section.



     11.    Adjustments Upon Changes in Capitalization; Corporate Transactions.



          (a) Adjustment. Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by each outstanding
Option, and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.



          (b) Corporate Transactions. In the event of (i) a dissolution or
liquidation of the Company, (ii) a sale of all or substantially all of the
Company’s assets, (iii) a merger or consolidation in which the Company is not
the surviving corporation, or (iv) any other capital reorganization in which
more than fifty percent (50%) of the shares of the Company entitled to vote are
exchanged, the Company shall give to the Eligible Director, at the time of
adoption of the plan for liquidation, dissolution, sale, merger, consolidation
or reorganization, either a reasonable time thereafter within which to exercise
the Option, including Shares as to which the Option would not be otherwise
vested and exercisable, prior to the effectiveness of such liquidation,
dissolution, sale, merger, consolidation or reorganization, at the end of which
time the Option shall terminate, or the right to exercise the Option, including
Shares as to which the Option would not be otherwise exercisable (or receive a
substitute option with comparable terms), as to an equivalent number of shares
of stock of the corporation succeeding the Company or acquiring its business by
reason of such liquidation, dissolution, sale, merger, consolidation or
reorganization.



     12.    Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4(b) hereof.
Notice of the determination shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.



     13.    Amendment and Termination of the Plan.



          (a) Amendment and Termination. The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem advisable; provided
that, to the extent necessary and desirable to comply with Rule 16b-3 under the
Exchange Act (or any other applicable law or regulation, including any
regulations of Nasdaq or any stock exchange on which the Company’s stock is
trading), the Company shall obtain approval of the shareholders of the Company
to Plan amendments to the extent and in the manner required by such law or
regulation.



          (b) Effect of Amendment or Termination. Any such amendment or termination
of the Plan that would impair the rights of any Optionee shall not affect
Options already granted to such Optionee



 









 







and such Options shall remain in full force and effect as if this Plan had
not been amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by the
Optionee and the Company.



     14.    Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act
of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.



     15.    Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.



     16.    Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.



     17.    Shareholder Approval. The effectiveness of the Plan shall be
contingent upon approval by the shareholders of the Company at or prior to the
first annual meeting of shareholders held subsequent to the date on which the
Plan is adopted by the Board. If such shareholder approval is obtained at a
duly held shareholders’ meeting, it may be obtained by the affirmative vote of
the holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon. If such shareholder approval is
obtained by written consent, it may be obtained by the written consent of the
holders of a majority of the outstanding shares of the Company.