Exhibit 10.1
[FORM OF AMENDMENT OF OPTION
AGREEMENT]
Dear [Name of Optionee]:
Captaris, Inc. (the “Company”) has
determined that it is advisable to accelerate vesting of all of its
outstanding and otherwise unvested stock option grants with
exercise prices that are greater than or equal to the
Company’s closing price on the Nasdaq National Market
(“Nasdaq”) as of September 1, 2005 (other that those
held by non-employee directors). Subject to the condition set forth
below, this accelerated vesting will apply to all stock options
that have been granted to you by the Company under its 1989
Restated Stock Option Plan or 2000 Non-Officer Employee Stock
Compensation Plan (the “Plans”) with exercise prices
that are greater than or equal to the Company’s closing price
on the Nasdaq as of September 1, 2005 that are outstanding and
otherwise unvested as of the date of this letter (your
“Outstanding Options”).
This accelerated vesting of your Outstanding
Options is conditioned, however, on your agreement that you will
not sell, transfer, assign, pledge or otherwise dispose of,
alienate, or encumber, either voluntarily, or involuntarily, any
shares that you acquire on exercising the accelerated portion of
your Outstanding Options (other than shares required to cover the
exercise price and to satisfy withholding taxes and shares
transferred by will or by the applicable laws of descent and
distribution) at any time before that portion of your Outstanding
Options would have vested according to its original vesting
schedule under the terms of the applicable Plan or award agreement
(without giving effect to this acceleration, but including any
possible acceleration of vesting that would otherwise occur
following a change in control or other circumstances causing
accelerated vesting as set forth in the applicable Plan and award
agreement or any other agreement between you and the Company, such
vesting for purposes of this agreement to continue regardless of
whether your employment or service with the Company terminates).
Except as provided herein, any sale or transfer, or pu
