Active Voice Corp Watch

from 10-Q/A 1 page <page> Third Amendment to Active Voice Corporation 1998 Stock Option Plan This Third Amendment Is Adopted Effective as of May 9, 2000 (The "Amendment Date"), by Active Voice Corporation, a Washington Corporation (The "Company"). Recital A. the Company Has Adopted the Active Voice Corporation 1998 Stock Option Plan (The "Plan"). B. the Plan Has Been Amended by That First Amendment Thereto, Effective as of June 22, 1999, and by That Second Amendment Thereto, Effective October 21, 1999. C. the Company Desires to Further Amend the Plan in Certain Respects. Now, Therefore, the Plan Is Hereby Amended as Follows: 1. Section 4.1 of the Plan Is Hereby Amended by Substituting "Two Million Three Hundred Thousand (2,300,000)" in Place of "Two Million (2,000,000)". 2. Except as Amended Hereby, the Plan Shall Remain in Full Force and Effect. in Witness Whereof, This Third Amendment Has Been Executed as of the Amendment Date. Active Voice Corporation by /S/ Frank J. Costa Frank J. Costa President and Chief Executive Officer

from 10-Q 1 page <page> Third Amendment to Active Voice Corporation 1998 Stock Option Plan This Third Amendment Is Adopted Effective as of May 9, 2000 (The "Amendment Date"), by Active Voice Corporation, a Washington Corporation (The "Company"). Recital A. the Company Has Adopted the Active Voice Corporation 1998 Stock Option Plan (The "Plan"). B. the Plan Has Been Amended by That First Amendment Thereto, Effective as of June 22, 1999, and by That Second Amendment Thereto, Effective October 21, 1999. C. the Company Desires to Further Amend the Plan in Certain Respects. Now, Therefore, the Plan Is Hereby Amended as Follows: 1. Section 4.1 of the Plan Is Hereby Amended by Substituting "Two Million Three Hundred Thousand (2,300,000)" in Place of "Two Million (2,000,000)". 2. Except as Amended Hereby, the Plan Shall Remain in Full Force and Effect. in Witness Whereof, This Third Amendment Has Been Executed as of the Amendment Date. Active Voice Corporation by /S/ Frank J. Costa Frank J. Costa President and Chief Executive Officer

from 10-Q ~5 pages Material contract

from 10-Q 1 page <page> Second Amendment to Active Voice Corporation 1998 Stock Option Plan This Second Amendment Is Adopted Effective as of October 21, 1999 (The "Amendment Date"), by Active Voice Corporation, a Washington Corporation (The "Company"). Recitals A. the Company Has Adopted the Active Voice Corporation 1998 Stock Option Plan (The "Plan"). B. the Plan Has Been Amended by That First Amendment Thereto, Effective as of June 22, 1999. C. the Company Desires to Further Amend the Plan in Certain Respects. Now, Therefore, the Plan Is Hereby Amended as Follows: 1. Section 4.1 of the Plan Is Hereby Amended by Substituting "One Million (1,000,000)" in Place of "Six Hundred Thousand (600,000)". 2. Except as Amended Hereby, the Plan Shall Remain in Full Force and Effect. in Witness Whereof, This Second Amendment Has Been Executed as of the Amendment Date. Active Voice Corporation by /S/ Frank J. Costa Frank J. Costa President and Chief Executive Officer

from 10-Q ~20 pages Material contract

from 10-Q 1 page Material contract

from 10-K ~50 pages Material contract

from 10-K ~20 pages Material contract

from 10-K ~5 pages Material contract

from 10-K 1 page <page> First Amendment to Active Voice Corporation 1997 Director Stock Option Plan This First Amendment Is Adopted Effective as of May 6, 1999 (The "Amendment Date"), by Active Voice Corporation, a Washington Corporation (The "Company"). Recitals A. the Company Has Adopted the Active Voice Corporation 1997 Director Stock Option Plan, Which Was Amended and Restated as of June 22, 1998 (The "Plan"). B. the Company Desires to Amend the Plan in Certain Respects. Now, Therefore, the Plan Is Hereby Amended as Follows: 1. Section 4 of the Plan Is Amended by Replacing "Sixty Thousand (60,000)" With "Eighty-Four Thousand (84,000)." 2. Except as Amended Hereby, the Plan Shall Remain in Full Force and Effect. in Witness Whereof, This First Amendment Has Been Executed as of the Amendment Date. Active Voice Corporation by /S/ Robert L. Richmond Robert L. Richmond President and Chief Executive Officer

from 10-K 1 page Material contract

from 10-Q 1 page Material contract

from 10-K ~20 pages Material contract

from 10-K ~5 pages Material contract

from 10-K 1 page Material contract

from 10-K ~5 pages Material contract

from 10-K ~5 pages Material contract

from 10-K 1 page Material contract

from 10-K ~5 pages Material contract

from 10-K 1 page <page> First Amendment to Active Voice Corporation 1996 Stock Option Plan This First Amendment Is Adopted Effective as of June 22, 1998 (The "Amendment Date"), by Active Voice Corporation, a Washington Corporation (The "Company"). Recitals A. the Company Has Adopted the Active Voice Corporation 1996 Stock Option Plan (The "Plan"). B. the Company Desires to Amend the Plan in Certain Respects. Now, Therefore, the Plan Is Hereby Amended as Follows: 1. the First Sentence of Section 4.1 of the Plan Is Amended to Read as Follows: Subject to the Provisions of This Article 4, the Maximum Number of Shares of Common Stock for Which Options May Be Granted During the Term of the Plan Shall Be Four Hundred Thousand (400,000). 2. Section 4.1 of the Plan Is Amended by Adding the Following at the End Thereof: The Maximum Number of Shares of Common Stock With Respect to Which Options May Be Granted During Any Calendar Year to Any One Person Shall Be One Hundred Fifty Thousand (150,000). 3. Except as Amended Hereby, the Plan Shall Remain in Full Force and Effect. in Witness Whereof, This First Amendment Has Been Executed as of the Amendment Date. Active Voice Corporation by /S/ Robert L. Richmond Robert L. Richmond Chairman of the Board and Chief Executive Officer