SYNTELLECT INC
EX-10.II
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<TYPE>EX-10.II
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<FILENAME>p64736ex10-ii.txt
<DESCRIPTION>EX-10.II
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EXHIBIT (10)(ii)

                                SYNTELLECT, INC.

                        1990 EMPLOYEE STOCK PURCHASE PLAN

                     (AS AMENDED THROUGH FEBRUARY 28, 1998)

                  The following constitute the provisions of the 1990 Stock
Purchase Plan of Syntellect Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2. Definitions.

                  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 Syntellect, Inc., a Delaware
         corporation.

                  e. "Compensation" shall mean all base straight time gross
         earnings including payments for overtime, shift premium, incentive
         compensation, incentive payments, bonuses, commissions or other
         compensation.

                  f. "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

                  g. "Employee" shall mean any individual who is an employee of
         the Company for purposes of tax withholding under the Code whose
         customary employment with the Company or any Designated Subsidiary is
         at least twenty (20) hours per week and more than five (5) months in
         any calendar year. For purposes of the Plan, the employment
         relationship shall be treated as continuing intact while the individual
         is on sick leave or other leave of absence approved by the Company.
         Where the period of leave exceeds 90 days and the individual's right to
         reemployment is not guaranteed either by statute or by contract, the
         employment relationship will be deemed to have terminated on the 91st
         day of such leave.


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                  h. "Enrollment Date" shall mean the first day of each Offering
         Period.

                  i. "Exercise Date" shall mean the last day of each Offering
         Period.

                  j. "Offering Period" shall mean an initial period commencing
         on the date the Company's registration statement respecting its public
         offering is declared effective by the Securities and Exchange
         Commission and ending on December 31, 1990, and subsequent six month
         exercise periods thereafter commencing on July 1, 1990 during which
         options granted pursuant to the Plan may be exercised.

                  k. "Plan" shall mean this Employee Stock Purchase Plan.

                  l. "Subsidiary" shall mean a corporation, domestic or foreign,
         of which not less than 50 of the voting shares are held by the Company
         or a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.

                  m. "Trading Day" shall mean a day on which national stock
         exchanges and the National Association of Securities Dealers Automated
         Quotation (NASDAQ) System are open for trading.

         3. Eligibility.

                  a. Any Employee as defined in paragraph 2 shall be employed by
         the Company on a given Enrollment Date shall be eligible to participate
         in the Plan.

                  b. Any provisions of the Plan to the contrary notwithstanding,
         no Employee shall be granted an option under the Plan (i) if,
         immediately after the grant, such Employee (or any other person whose
         stock would be attributed to such Employee pursuant to Section 425(d)
         of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any subsidiary of the Company, or (ii) which permits his rights
         to purchase stock under all employee stock purchase plans of the
         Company and its subsidiaries to accrue at a rate which exceeds
         Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at
         the fair market value of the shares at the time such option is granted)
         for each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods after the initial Offering Period with a new Offering Period
commencing on the first Trading Day of July and January of each year, or on such
other date as the Board shall determine, and continuing thereafter until
terminated in accordance with paragraph 19 or 22 hereof. The Board shall have
the power to change the duration of Offering Periods with respect to future
offerings without shareholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering Period
to be affected.


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         5. Participation.

                  a. An eligible Employee may become a participant in the Plan
         by completing a subscription agreement authorizing payroll deductions
         in the form of Exhibit A to this Plan and filing it with the Company's
         payroll office at such time as is specified by the Company and is prior
         to the applicable Enrollment Date (unless a later time for filing the
         subscription agreement is set by the Board for all eligible Employees
         with respect to a given Offering Period). Once properly made, an
         eligible Employee's election to participate shall be automatically
         renewed for each subsequent offering period, subject to any termination
         or withdrawal as provided in paragraph 10.

                  b. Payroll deductions for a participant shall commence on the
         first payroll following the Enrollment Date and shall end on the last
         payroll in the Offering Period to which such authorization is
         applicable, unless sooner terminated by the participant as provided in
         paragraph 10.

         6. Payroll Deductions.

                  a. At the time a participant files his subscription agreement,
         he shall elect to have payroll deductions made on each payday during
         the Offering Period in an amount not exceeding ten percent (10%) of the
         Compensation which he receives on each payday during the Offering
         Period, and the aggregate of such payroll deductions during the
         Offering Period shall not exceed ten percent (10%) of the participant's
         Compensation during said Offering Period.

                  b. All payroll deductions made for a participant shall be
         credited to his account under the Plan and will be withheld in whole
         percentages only. A participant may not make any additional payments
         into such account.

                  c. A participant may discontinue his participation in the Plan
         as provided in paragraph 10, or may decrease (but not increase) the
         rate of his payroll deductions during the offering period by completing
         or filing with the Company a new authorization for payroll deduction.
         The change in rate shall be effective fifteen (15) days following the
         Company's receipt of the new authorization.

                  d. Notwithstanding the foregoing, to the extent necessary to
         comply with Section 423(b)(8) of the Code and paragraph 3(b) herein, a
         participant's payroll deductions may be decreased to 0% at such time
         during any Offering Period which is scheduled to end during the current
         calendar year (the "Current Offering Period") that the aggregate of all
         payroll deductions which were previously used to purchase stock under
         the Plan in a prior Offering Period which ended during that calendar
         year plus all payroll deductions accumulated with respect to the
         Current Offering Period equal $21,250. Payroll deductions shall
         recommence at the rate provided in such participant's subscription
         agreement at the beginning of the first Offering Period which is
         scheduled to


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         end in the following calendar year, unless terminated by the
         participant as provided in paragraph 10.

                  e. At the time the option is exercised, in whole or in part,
         or at the time some or all of the Company's Common Stock issued under
         the Plan is disposed of, the participant must make adequate provision
         for the Company's federal, state, or other tax withholding obligations,
         if any, which arise upon the exercise of the option or the disposition
         of the Common Stock. At any time, the Company may, but will not be
         obligated to, withhold from the participant's Compensation the amount
         necessary for the Company to meet applicable withholding obligations,
         including any withholding required to make available to the Company any
         tax deductions or benefits attributable to sale or early disposition of
         Common Stock by the Employee.

         7. Grant of Option.

                  a. On the Enrollment Date of each Offering Period, each
         eligible Employee participating in such Offering Period shall be
         granted an option to purchase on the Exercise Date for such Offering
         Period (at the per share option price) up to a number of shares of the
         Company's Common Stock determined by dividing such Employee's payroll
         deductions accumulated prior to such Exercise Date and retained in the
         Participant's account as of the Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date; provided that in no event shall an
         Employee be permitted to purchase during each Offering Period more than
         a number of shares determined by dividing $12,500 by the fair market
         value of a share of the Company's Common Stock on the Enrollment Date,
         and provided further that such purchase shall be subject to the
         limitations set forth in Sections 3(b) and 12 hereof. Exercise of the
         option shall occur as provided in Section 8, unless the participant has
         withdrawn pursuant to Section 10, and shall expire on the last day of
         the Offering Period. Fair market value of a share of the Company's
         Common Stock shall be determined as provided in Section 7(b) herein.

                  b. The option price per share of the shares offered in a given
         Offering Period shall be the lower of: (i) 85% of the fair market value
         of a share of the Common Stock of the Company on the Enrollment Date;
         or (ii) 85% of the fair market value of a share of the Common Stock of
         the Company on the Exercise Date. The fair market value of the
         Company's Common Stock shall be the closing bid price of the Common
         Stock for such date, as reported by the NASDAQ National Market System,
         or, in the event the Common Stock is listed on a stock exchange, the
         fair market value per share shall be the closing price on such exchange
         on such date, as reported in the Wall Street Journal. In the event the
         Enrollment Date or the Exercise Date occurs on a weekend or legal
         holiday, the fair market value shall be based on the closing bid price
         on the next trading day.


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         8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10 below, his option for the purchase of shares will be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable option price with the accumulated payroll deductions in his account.
No fractional shares will be purchased. During a participant's lifetime, a
participant's option to purchase shares hereunder is exercisable only by him or
her.

         9. Delivery. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, a certificate representing the shares purchased upon exercise of
his option. Any cash remaining to the credit of a participant's account under
the Plan after a purchase by him of shares at the termination of each Offering
Period, or which is insufficient to purchase a full share of Common Stock of the
Company, shall be returned to said participant.

         10. Withdrawal; Termination of Employment.

                  a. A participant may withdraw all but not less than all the
         payroll deductions credited to his account and not yet used to exercise
         his option under the Plan at any time by giving written notice to the
         Company in the form of Exhibit B to this Plan. All of the participant's
         payroll deductions credited to his account will be paid to such
         participant promptly after receipt of notice of withdrawal and such
         participant's option for the Offering Period will be automatically
         terminated, and no further payroll deductions for the purchase of
         shares will be made during the Offering Period. If a participant
         withdraws from an Offering Period, payroll deductions will not resume
         at the beginning of the succeeding Offering Period unless the
         participant delivers to the Company a new subscription agreement.

                  b. Upon a participant's ceasing to be an Employee for any
         reason or upon termination of a participant's employment relationship
         (as described in Section 2(g)), the payroll deductions credited to such
         participant's account during the Offering Period but not yet used to
         exercise the option will be returned to such participant or, in the
         case of his death, to the person or persons entitled thereto under
         paragraph 14, and such participant's option will be automatically
         terminated.

                  c. In the event an Employee fails to remain an Employee of the
         Company for at least twenty (20) hours per week during an Offering
         Period in which the Employee is a participant, he will be deemed to
         have elected to withdraw from the Plan and the payroll deductions
         credited to his account will be returned to such participant and such
         participant's option terminated.

                  d. A participant's withdrawal from an Offering Period will not
         have any effect upon his eligibility to participate in any similar plan
         which may hereafter be adopted by the Company or in succeeding Offering
         Periods which commence after the termination of the Offering Period
         from which the participant withdraws.


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         11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

         12. Stock.

                  a. The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be 800,000
         shares, subject to adjustment upon changes in capitalization of the
         Company as provided in paragraph 18. If on a given Exercise Date the
         number of shares with respect to which options are to be exercised
         exceeds the number of shares then available under the Plan, the Company
         shall make a pro rata allocation of the shares remaining available for
         purchase in as uniform a manner as shall be practicable and as it shall
         determine to be equitable.

                  b. The participant will have no interest or voting right in
         shares covered by his option until such option has been exercised.

                  c. Shares to be delivered to a participant under the Plan will
         be registered in the name of the participant or in the name of the
         participant and his spouse.

                  d. The Common Stock to be sold to participants under the Plan
         may, at the election of the Company, be either treasury stock or stock
         originally issued for such purpose.

         13. Administration. The Plan shall be administered by the Board of the
Company or a committee appointed by the Board; provided, however, the
administration of the Plan shall be consistent with Rule 16b-3 ("Rule 16b-3 ")
under the Securities Exchange Act of 1934. The administration, interpretation or
application of the Plan by the Board or a committee appointed by the Board shall
be final, conclusive and binding upon all participants.

         14. Designation of Beneficiary.

                  a. A participant may file a written designation of a
         beneficiary who is to receive any shares and cash, if any, from the
         participant's account under the Plan in the event of such participant's
         death subsequent to an Exercise Date on which the option is exercised
         but prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to exercise of the
         option.

                  b. Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may


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         deliver such shares and/or cash to the spouse or to any one or more
         dependents or relatives of the participant, or if no spouse, dependent
         or relative is known to the Company, then to such other person as the
         Company may designate.

         15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, a "qualified domestic relations order" under the Code and the
Employee Retirement Income Security Act ("ERISA"), or as provided in paragraph
14 hereof) by the participant. Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds from an Offering Period in accordance
with paragraph 10.

         16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees at least annually, which statements will set forth the amounts of
payroll deductions, the per share purchase price, the number of shares purchased
and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, 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 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 issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
effect, 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.

         In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to


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shorten the Offering Period then in progress by setting a new Exercise Date (the
"New Exercise Date"). If the Board shortens the Offering Period then in progress
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Board shall notify each participant in writing, at least (30) days
prior to the New Exercise Date, that the Exercise Date for his option has been
changed to the New Exercise Date and that his option will be exercised
automatically on the New Exercise Date, unless prior to such date he has
withdrawn from the Offering Period as provided in paragraph 10. For purposes of
this paragraph, an option granted under the Plan shall be deemed to be assumed
if, following the sale of assets or merger, the option confers the right to
purchase, for each share of option stock subject to the option immediately prior
to the sale of assets or merger, the consideration (whether stock, cash or other
securities or property) received in the sale of assets or merger by holders of
Common Stock for each share of Common Stock held on the effective date of the
transaction (and if such 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 such consideration received
in the sale of assets of merger was not solely common stock of the successor
corporation or its parent (as defined in Section 425(e) of the Code), the Board
may, with the consent of the successor corporation and the participant, provide
for the consideration to be received upon exercise of the option to be solely
common stock of the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of Common Stock and the
sale of assets or merger.

         The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.

         19. Amendment or Termination.

                  a. The Board may at any time and for any reason terminate the
         Plan. The Board may also amend the Plan from time to time in such
         respects as the Board may deem advisable. Except as provided in
         paragraph 18, no such termination can affect options previously
         granted, provided that an Offering Period may be terminated by the
         Board of Directors on any Exercise Date if the Board determines that
         the termination of the Plan is in the best interests of the Company and
         its shareholders. Except as provided in paragraph 8, no amendment may
         make any change in any option theretofore granted which adversely
         affects the rights of any participant. To the extent required by
         applicable law, the Company shall obtain shareholder approval.

                  b. Without shareholder consent and without regard to whether
         any participant rights may be considered to have been "adversely
         affected," the Board (or its committee) shall be entitled to change the
         Offering Periods, limit the frequency and/or number of changes in the
         amount withheld during an Offering Period, establish the exchange ratio
         applicable to amounts withheld in a currency other than U.S. dollars,
         permit payroll withholding in excess of the amount designated by a
         participant in order to


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         adjust for delays or mistakes in the Company's processing of properly
         completed withholding elections, establish reasonable waiting and
         adjustment periods and/or accounting and crediting procedures to ensure
         that amounts applied toward the purchase of Common Stock for each
         participant properly correspond with amounts withheld from the
         participant's Compensation, and establish such other limitations or
         procedures as the Board (or its committee) determines in its sole
         discretion advisable which are consistent with the Plan.

                  c. Notwithstanding the foregoing, the Board or a committee
         appointed by the Board may not amend the Plan formula for determining
         the amount, price or timing of options to purchase shares of the
         Company's Common Stock granted under the Plan more than once every six
         months, other than to comport with changes in the Code and ERISA.

         20. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, 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 applicable provisions of law.

         22. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of twenty
(20) years unless sooner terminated under paragraph 19.

         23. Gender. For purposes of this Plan, words used in the masculine
gender shall include the female and neuter, and the singular shall include the
plural and vice versa, as appropriate.


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