GENERAL DATACOMM INDUSTRIES INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                    Exhibit 10.2

        AGREEMENT made as of September 30, 2003 between GENERAL DATACOMM
INDUSTRIES, INC., a Delaware corporation having offices at 6 Rubber Avenue,
Naugatuck, Connecticut 06770("Grantor") and ______________ ("Optionee").

                                   WITNESSETH:

        WHEREAS, Grantor is desirous of inducing Optionee to accept employment
by the Grantor,

        NOW THEREFORE, in consideration of the promise of the Optionee to remain
in the continuous service of the Grantor for a period of at least one year from
the date of the granting of this option at the pleasure of the Board of
Directors at such compensation as the Board or the Chairman of the Board shall
reasonably determine, and for other good and valuable consideration, the Grantor
hereby grants the Optionee Stock Options to purchase common stock of the Grantor
on the following terms and conditions:

l.      OPTION. Pursuant to its 2003 Stock and Bonus Plan Non-Qualified(the
"Plan"). The Grantor hereby grants to the Optionee the option to purchase up to
________ shares of common stock, par value .01 cent per share, of the Grantor to
be issued upon the exercise hereof, fully paid and non-assessable, during the
following periods.

(a)     No shares may be purchased prior to the expiration of twelve (12) months
from the date of this option (unless otherwise authorized by the Stock Option
Committee of the Board of Directors) or after five (5) years from the date
thereof.

(b)     All or any part of shares may be purchased during the period commencing
September 30, 2004 and terminating at 5:00 p.m. on September 29, 2008.

(c)     All or any part of ____shares may be purchased during the period
commencing September 30, 2005 and terminating at 5:00 p.m. on September 29,
2008.

(d)     All or any part of ____shares may be purchased during the period
commencing September 30, 2006 and terminating at 5:00 p.m. on September 29,
2008.

(e)     All or any part of shares may be purchased during the period commencing
September 30, 2007 and terminating at 5:00 p.m. on September 29, 2008.

2.      PURCHASE PRICE. The purchase price shall be $4.00 per share, payable in
cash or by check (subject to collection) to the Grantor, or in the alternative,
payment may be made by delivery of common stock of the Grantor valued at the
closing price of such common stock on the trading market on which traded on the
date of exercise. The Grantor shall pay all original issue or transfer taxes on
the exercise of this option and all other fees and expenses necessarily incurred
by the Grantor in connection therewith.

3.      EXERCISE OF OPTION. The Optionee shall notify the Grantor by certified
or registered mail addressed to its principal offices as to the number of shares
which Optionee desires to purchase under the options herein granted, which
notice shall be accompanied by payment (by cash, check or stock of the Grantor
as above provided) of the option price therefore as specified in paragraph 2
above. As soon as possible thereafter the Grantor shall, at its principal
office, tender to Optionee certificates issued in the Optionee's name evidencing
the shares purchased by the Optionee.

                                       73
<PAGE>

4.      OPTION CONDITIONED ON CONTINUED EMPLOYMENT.

(a)     Each of the aforesaid options shall terminate and be void if the
Optionee is not in the employ of the Grantor on the date in which such option is
first exercisable.

(b)     The Optionee shall have the right to purchase the shares as to which the
options shall become exercisable only while Optionee is employed by the Grantor,
except if the Optionee's employment has terminated by the Grantor without cause
or for Normal Retirement by the Optionee, the options may be exercised to the
extent that they are exercisable upon the effective date of such termination, at
any time within three (3) months after the date of termination but in no event
after the expiration of the last option herein contained, provided if employment
is terminated for cause or by the Optionee voluntarily other than for disability
or Normal Retirement the options shall immediately terminate. If the Optionee
terminates his employment because of disability as defined in the Plan, he shall
have 180 days from such date, but in no event after the expiration of the last
option herein contained to exercise such options to extent exercisable at such
time.

5.      DIVISIBILITY AND NON-ASSIGNABILITY OF THE OPTIONS.

(a)     The Optionee may exercise the options herein granted from time to time
during the periods of their respective effectiveness with respect to any whole
number of shares included therein.

(b)     The Optionee may not give, grant, sell, exchange, transfer legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any interest therein, otherwise than by will or the laws of descent and
distribution, and these options, or any of them, shall be exercisable during
Optionee's lifetime only by the Optionee.

(c)     In the event of the Optionee's death (i) while employed by the Grantor
or (ii) within three (3) months of the termination of Optionee's employment
without cause by Grantor or by Optionee for Normal Retirement or (iii) within
180 days following termination for disability but excluding termination either
for cause or voluntarily by the Optionee for other than disability or Normal
Retirement, Optionee's estate, or any person who acquired the right to exercise
such option by bequest or inheritance or by reason of the death of the Optionee,
shall have the right at any time within a period of one (1) year after the
Optionee's death, but not after five (5) years from the date hereof, to exercise
this option to the extent the option was exercisable on the date of death.

(d)     In the event of the Optionee's permanent and total disability while
employed by the Grantor, the Optionee shall have the right at any time within a
period of 180 days after cessation of Optionee's employment, but not after five
(5) years from the date hereof, to exercise this option to the extent
exercisable at the time of such disability.

        For this purpose, the Optionee shall be considered permanently and
totally disabled if Optionee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months. The
Optionee shall not be considered permanently and totally disabled unless
Optionee furnishes proof of the existence thereof in such form and manner and at
such times as a committee appointed by the Chairman of the Board of Grantor may
require.

        The Optionee agrees that said committee's determination as to whether
the Optionee is permanently and totally disabled shall be final and absolute,
and not subject to question by the Optionee, a representative of the Optionee,
or the Grantor.

                                       74
<PAGE>

6.      STOCK AS INVESTMENT. By accepting this option the Optionee agrees for
the Optionee, Optionee's heirs and legatees that unless the shares have been
registered under the Securities Act of 1933, as amended, any and all shares
purchased hereunder shall be acquired for investment and not for distribution,
and upon the issuance of any or all of the shares subject to the option granted
hereunder, the Optionee, or Optionee's heirs or legatees receiving such shares,
shall deliver to the Grantor a representation in writing that such shares are
being acquired in good faith for investment and not for distribution. Grantor
may place a "stop transfer" order with respect to such shares with its transfer
agent and place an appropriate restrictive legend on the stock certificate
unless such shares are registered.

7.      RESTRICTION ON ISSUANCE OF SHARES. The Grantor shall not be required to
issue or deliver any certificate for shares of its capital stock purchased upon
the exercise of this option:

(a)     prior to the admission of such shares to listing on any stock market or
exchange on which the stock may at that time be listed and, in the event of the
exercise of this option with respect to any shares of stock subject hereto, the
Grantor shall make prompt application for such listing;

(b)     unless the prior approval of such sale or issuance has been obtained
from any state regulatory body having jurisdiction; or

(c)     unless the shares with respect to which the option is being exercised
have been registered under the Securities Act of 1933, as amended, or are exempt
from registration.

8.      ADJUSTMENT OF SHARES.

(a)     If additional shares of common stock are issued by the Grantor pursuant
to a stock split or stock dividend in excess of 5% in any one fiscal year of the
Grantor, the number of shares of common stock then covered by each option
granted herein shall be increased proportionately with no increase in the total
purchase price of the shares then so covered. In the event that the shares of
common stock of the Grantor are reduced at any time by a combination of shares,
the number of shares of common stock then covered by each options granted herein
shall be reduced proportionately with no reduction in the total price of the
shares then so covered. If the Grantor shall be reorganized, consolidated or
merged with another corporation, or if all or substantially all of the assets of
the Grantor shall be sold or exchanged, the Optionee shall, at the time of
issuance of the stock under such a corporate event, be entitled to receive upon
the exercise of his option, the same number and kind of shares of stock or the
same amount of property, cash or securities as he would have been entitled to
receive upon the happening of any such corporate event as if he had been,
immediately prior to such event, the holder of the number of shares covered by
this option. No option adjustment shall be made for stock dividends or stock
splits which are not in excess of 5% in any one fiscal year (even though the
cumulated total of such stock dividends over the life of an option may be in
excess of 5%), cash dividends or the issuance to stockholders of the Company of
rights to subscribe for additional common stock or other securities.

(b)     Any adjustment in the number of shares shall apply proportionately to
only the unexercised portion of an option granted hereunder. If fractions of a
share would result from any such adjustment, the adjustment shall be revised to
the next higher whole number of shares.

9.      NO RIGHTS IN OPTION STOCK. Optionee shall have no rights as a
stockholder in respect of shares as to which the option shall not have been
exercised and payment made as herein provided and shall have no rights with
respect to such shares not herein provided.

10.     NO CONTRACT OF EMPLOYMENT. Optionee further represents, covenants and
warrants this Agreement does not constitute a contract of employment with the
Grantor or any of its subsidiaries or affiliates, nor does it give the Optionee
any right to be employed by the Grantor, and that unless Optionee has a written
contract of employment signed by the Grantor, Optionee's employment is
terminable at will by Grantor, with or without cause.

                                       75
<PAGE>

11.     BINDING EFFECT. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives and assigns.

12.     JURISDICTION OF DISPUTES. The appropriate Federal or State Courts of or
located in the State in which the Grantor has its principal executive offices
shall have exclusive jurisdiction of all disputes arising under this Agreement.

13.     COVENANT NOT TO COMPETE AND CANCELLATION AND RESCISSION OF OPTIONS. As a
condition for acceptance of this Agreement, Optionee agrees that during the one
(1) year period following Optionee's termination of employment for any reason
(excluding any such termination by Grantor), Optionee shall not, directly or
indirectly, work for or render any services to any person, firm or business
located within a 150 mile radius of Grantor's Corporate office in Naugatuck,
Connecticut which offers products and/or services competitive to the products
and/or services of Grantor. Upon termination, in order to ascertain if future
employment would be deemed to be in non-compliance with this covenant, an
Optionee should notify the Grantor as to Optionee's future employer and make a
request for approval to retain Optionee's rights under this option on the basis
of demonstrating that Optionee is not entering into a competitive situation. If
a non-competitive situation is demonstrated to the Company's satisfaction, then
such approval shall not be unreasonably withheld. In the event Optionee fails to
comply with or otherwise breaches this covenant in any way, (i) all unexercised
options shall immediately be rescinded and be of no further force or effect, and
(ii) during the two year period following any such termination, Grantor may
notify Optionee in writing of the rescission of any options exercised by
Optionee after any such termination and/or within nine (9) months prior to any
such termination of Optionee's employment. Within ten (10) days after receiving
such a notice from Grantor, the Optionee shall pay to Grantor in cash, the
aggregate amount of any gain resulting from the exercise by Optionee of such
rescinded options and the subsequent sales of the shares received on such
exercise or, if no such sale of said shares has occurred, at Grantor's demand,
return the shares received on the exercise of such rescinded options against the
refund by the Grantor of the exercise price therefor.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                              GENERAL DATACOMM INDUSTRIES, INC. (Grantor)

                              By:
                                  -----------------------------------------
                                  Howard S. Modlin, Chairman of the Board


-----------------------------------
First/Middle/Last Name (Optionee)

                                       76

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