<PAGE>
As filed with the Securities and Exchange Commission on May 31, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
SPACETEC IMC CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Massachusetts 04-3116697
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
The Boott Mill, 100 Foot of John Street, Lowell, Massachusetts, 01852-1126
(Address and telephone number of registrant's principal executive offices)
--------------------
1995 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
DENNIS T. GAIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Spacetec IMC Corporation
The Boott Mill, 100 Foot of John Street
Lowell, Massachusetts
01852-1126
(Name, address and telephone number of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0220
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 75,000 $17.875 $1,340,625 $462.28
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and
low sale prices on May 23, 1996 as reported by the Nasdaq National Market
System.
================================================================================
Page 1 of 14
Exhibit Index appears at Page 8
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's prospectus dated December 6, 1995, relating to 2,
250,000 shares of Common Stock filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act") on December 7, 1995
(Reg. No. 33-98064), which contains audited financial statements for 1995, the
latest fiscal year for which such statements have been filed by the Registrant.
(b) All other reports of the registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-27302) filed on November 29,
1995, including any amendment or report filed hereafter for the purpose of
updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. Description of Securities.
- -----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
The validity of the Common Stock offered hereby will be passed upon for the
Registrant by Palmer & Dodge, Boston, Massachusetts. Lynnette C. Fallon, a
partner of Palmer & Dodge, is Clerk of the Registrant.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Registrant the power to indemnify any director, officer, employee or
agent to whatever extent permitted by the Registrant's Articles of Organization,
By-Laws or a vote adopted by the holders of a majority of the shares entitled to
vote thereon, unless the proposed indemnitee has been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or
her actions were in the best interests of the corporation or, to the extent that
the matter for which indemnification is sought relates to service with respect
to an employee benefit plan, in the best interests of the participants or
beneficiaries of such
Page 2 of 14
<PAGE>
employee benefit plan. Such indemnification may include payment by the
Registrant of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
the statute.
Article VI of the Registrant's By-Laws provides that the Registrant shall,
to the extent legally permissible, indemnify each person who may serve or who
has served at any time as a director or officer of the corporation or of any of
its subsidiaries, or who at the request of the corporation may serve or at any
time has served as a director, officer or trustee of, or in a similar capacity
with, another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). Such indemnification shall include payment
by the Registrant of expenses incurred in defending a civil or criminal action
or proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
Article VI, which undertaking may be accepted without regard to the financial
ability of such person to make repayment.
The indemnification provided for in Article VI is a contract right inuring
to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's By-Laws.
Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders and (iv) transactions from
which the director derived an improper personal benefit. Section VI.C.5. of the
Registrant's Articles of Organization provides that no director shall be
personally liable to the corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the Massachusetts Business Corporation Law as
in effect when such liability is determined.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not Applicable.
Page 3 of 14
<PAGE>
Item 8. Exhibits.
- -----------------
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Restated Articles of Organization of the Registrant filed as Exhibit 3.2 to
the Registrant's Form S-1 filed on October 11, 1995, as amended (Reg.
No. 33-98064) and incorporated herein by reference.
4.2 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to
the Registrant's Form S-1 filed on October 11, 1995, as amended (Reg.
No. 33-98064) and incorporated herein by reference.
4.3 Investor Rights Agreement dated December 6, 1993, among the Registrant
and certain of its Stockholders. Filed as Exhibit 10.4 to the Registrant's
Form S-1, filed on October 11, 1995, as amended (Reg. No. 33-98064)
and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer &
Dodge LLP, filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page to this Registration
Statement).
99.1 1995 Director Stock Option Plan.
</TABLE>
Item 9. Undertakings.
- ----------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Page 4 of 14
<PAGE>
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Page 5 of 14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lowell, Massachusetts, on this 21st day of May, 1996.
SPACETEC IMC CORPORATION
By:/s/Dennis T. Gain
----------------------------------
Dennis T. Gain
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Spacetec IMC Corporation
hereby severally constitute and appoint Dennis T. Gain, Linda S. Linsalata, John
A. Hilton or Lynnette Fallon, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8 including any
post-effective amendments thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/Dennis T. Gain President, Chief Executive May 21, 1996
- --------------------- Officer and Chairman of the
Dennis T. Gain Board of Directors (Principal
Executive and Financial Officer)
/s/Linda S. Linsalata Chief Financial Officer, May 21, 1996
- --------------------- Senior Vice President of Finance
Linda S. Linsalata (Principal Financial and Accounting
Officer)
/s/Morton E. Goulder Director May 21, 1996
- ---------------------
Morton E. Goulder
Page 6 of 14
<PAGE>
Signature Title Date
--------- ----- ----
/s/J. Grant Jagelman Director May 21, 1996
- ---------------------
J. Grant Jagelman
/s/Jerry H. Loyd Director May 21, 1996
- ---------------------
Jerry H. Loyd
Page 7 of 14
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
- -------------- ----------- -----------
<C> <S> <C>
4.1 Restated Articles of Organization of the Registrant filed *
as Exhibit 3.2 to the Registrant's Form S-1 filed on
October 11, 1995, as amended (Reg. No. 33-98064)
and incorporated herein by reference.
4.2 Restated By-laws of the Registrant. Filed as Exhibit *
3.4 to the Registrant's Form S-1 filed on October 11,
1995, as amended (Reg. No. 33-98064) and
incorporated herein by reference.
4.3 Investor Rights Agreement dated December 6, 1993, *
among the Registrant and certain of its Stockholders.
Filed as Exhibit 10.4 to the Registrant's Form S-1,
filed on October 11, 1995, as amended (Reg. No. 33-
98064) and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of 9
the securities registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors. 10
23.2 Consent of Palmer & Dodge LLP (contained in __
Opinion of Palmer & Dodge LLP, filed as Exhibit
5.1).
24.1 Power of Attorney (set forth on the signature page to __
this Registration Statement).
99.1 1995 Director Stock Option Plan. 11
</TABLE>
- --------------------------
*Incorporated by reference.
Page 8 of 14
<PAGE>
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02108-3190
May 31, 1996
Spacetec IMC Corporation
The Boott Mill
100 The Foot of John Street
Lowell, Massachusetts 01852-1126
Dear Sirs:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by Spacetec IMC Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), on or about the date
hereof. The Registration Statement relates to 75,000 shares (the "Shares") of
the Company's Common Stock, $0.01 par value, offered pursuant to the provisions
of the Company's 1995 Director Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under Item 5 thereof.
Very truly yours,
PALMER & DODGE LLP
Page 9 of 14
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated May 19, 1995
except for Notes 9 & 10 as to which the date October 6, 1995 with respect to the
Financial Statements of Spacetec IMC Corporation included in its Registration
Statement (Form S-1 No. 33-98064) in the Registration Statement on Form S-8
pertaining to the 1995 Director Stock Option Plan of Spacetec IMC Corporation.
ERNST & YOUNG LLP
Boston, Massachusetts
May 31, 1996
Page 10 of 14
<PAGE>
SPACETEC IMC CORPORATION
1995 Director Stock Option Plan
-------------------------------
The purpose of this 1995 Director Stock Option Plan (the "Plan") of
Spacetec IMC Corporation (the "Company") is to attract and retain highly
qualified non-employee directors of the Company and to encourage ownership of
stock of the Company by such Directors so as to provide additional incentives to
promote the success of the Company.
1. Administration of the Plan.
Grants of stock options under the Plan shall be automatic as provided in
Section 6. However, all questions of interpretation with respect to the Plan
and options granted under it shall be determined by the Board of Directors of
the Company (the "Board") or by a committee consisting of one or more directors
appointed by the Board and such determination shall be final and binding upon
all persons having an interest in the Plan.
2. Persons Eligible to Participate in the Plan.
Each director of the Company who is not an employee of the Company or of
any subsidiary of the Company shall be eligible to participate in the Plan
unless such director irrevocably elects not to participate.
3. Shares Subject to the Plan.
(a) The aggregate number of shares of the Company's Common Stock which may
be optioned under this Plan is 75,000 shares. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.
(b) In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Company's Common Stock, the maximum aggregate number and kind of
shares or securities of the Company as to which options may be granted under
this Plan and as to which options then outstanding shall be exercisable, and the
option price of such options shall be appropriately adjusted so that the
proportionate number of shares or other securities as to which options may be
granted and the proportionate interest of holders of outstanding options shall
be maintained as before the occurrence of such event.
(c) In the event of a consolidation or merger of the Company with another
corporation where the Company's stockholders do not own a majority in interest
of the surviving or resulting corporation, or the sale or exchange of all or
substantially all of the assets of the Company, or a reorganization or
liquidation of the Company, any deferred exercise period shall be automatically
accelerated and each holder of an outstanding option shall be entitled to
receive upon exercise and payment in accordance with the terms of the option the
same shares, securities or property as he would have been entitled to receive
upon the occurrence of such event if he had been, immediately prior to such
event, the holder of the number of shares of Common Stock purchasable under his
or her option; provided, however, that in lieu of the foregoing the Board may
upon written notice to each holder of an outstanding option or right under the
Plan, provide that such option or right shall terminate on a date not less than
20 days after the date of such notice unless theretofore exercised.
Page 11 of 14
<PAGE>
(d) Whenever options under this Plan lapse or terminate or otherwise
become unexercisable the shares of Common Stock which were subject to such
options may again be subjected to options under this Plan. The Company shall at
all times while this Plan is in force reserve such number of shares of Common
Stock as will be sufficient to satisfy the requirements of this Plan.
4. Non-Statutory Stock Options.
All options granted under this Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
5. Form of Options.
Options granted hereunder shall be in substantially the form of the
attached Exhibit A or in such other form as the Board or any committee appointed
---------
pursuant to Section 1 above may from time to time determine.
6. Grant of Options and Option Terms.
(a) Automatic Grant of Options. Upon the election or re-election of any
eligible director at the Company's 1996 annual meeting of its stockholders and
upon each annual meeting of the stockholders thereafter, each such director
shall automatically be granted options to purchase 2,000 shares of Common Stock
for each year of the term of office to which he or she is elected. In addition,
upon the election of a director who is eligible to receive options to purchase
Common Stock under the Plan other than at an annual meeting of stockholders
(whether by the Board or the stockholders and whether to fill a vacancy or
otherwise), such director shall automatically be granted options to purchase
2,000 for each year or portion thereof of the term of office to which he or she
is elected. No options shall be granted hereunder after ten years from the date
on which this Plan was initially approved and adopted by the Board.
(b) Date of Grant. The "Date of Grant" for options granted under this Plan
shall be the date of election or re-election as a director, as the case may be.
(c) Option Price. The option price for each option granted under this Plan
shall be the current fair market value of a share of Common Stock of the Company
as determined (i) prior to date on which the Company becomes subject to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the Board
in good faith or in the manner established by the Board from time to time, and
(ii) on or after the date on which the Company is subject to the Exchange Act,
by the last sale price for the Company's Common Stock as reported by the
National Association of Securities Dealers Automated Quotations National Market
System for the business day immediately preceding the Date of Grant.
(d) Term of Option. The term of each option granted under this Plan shall
be ten years from the Date of Grant.
(e) Exercisability of Options. Options granted under this Plan shall
become exercisable with respect to 2,000 shares on the Date of Grant and on each
of the next two annual meetings of stockholders of the Company following the
Date of Grant if and only if the option holder is a member of the Board at the
opening of business on that date (i.e., options to purchase 6,000 shares of
Common Stock granted at the 1996 annual meeting will become exercisable with
respect to 2,000 shares at each of the 1996, 1997 and 1998 annual meetings).
Page 12 of 14
<PAGE>
(f) General Exercise Terms. Directors holding exercisable options under
this Plan who cease to serve as members of the Board may, during their lifetime,
exercise the rights they had under such options at the time they ceased being a
director for the full unexpired term of such option. Any rights that have not
yet become exercisable shall terminate upon cessation of membership on the
Board. Upon the death of a director, those entitled to do so shall have the
right, at any time within twelve months after the date of death, to exercise in
whole or in part any rights which were available to the director at the time of
his or her death. The rights of the option holder may be exercised by the
holder's guardian or legal representative in the case of disability and by the
beneficiary designated by the holder in writing delivered to the Company or, if
none has been designated, by the holder's estate or his or her transferee on
death in accordance with this Plan, in the case of death. Options granted under
the Plan shall terminate, and no rights thereunder may be exercised, after the
expiration of the applicable exercise period. Notwithstanding the foregoing
provisions of this section, no rights under any options may be exercised after
the expiration of ten years from their Date of Grant.
(g) Method of Exercise and Payment. Options may be exercised only by
written notice to the Company at its head office accompanied by payment of the
full option price for the shares of Common Stock as to which they are exercised.
The option price shall be paid in cash or by check or in shares of Common Stock
of the Company, or in any combination thereof. Shares of Common Stock
surrendered in payment of the option price shall have been held by the person
exercising the option for at least six months, unless otherwise permitted by the
Board. The value of shares delivered in payment of the option price shall be
their fair market value, as determined in accordance with Section 6(c) above, as
of the date of exercise. Upon receipt of such notice and payment, the Company
shall promptly issue and deliver to the optionee (or other person entitled to
exercise the option) a certificate or certificates for the number of shares as
to which the exercise is made.
(h) Non-transferability. Options granted under this Plan shall not be
transferable by the holder thereof otherwise than by will or the laws of descent
and distribution or as permitted by Rule 16b-3 (or any successor provision)
under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
7. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option or any other action taken pursuant to the Plan, shall
constitute an agreement or understanding, express or implied, that the Company
will retain an option holder as a director for any period of time or at any
particular rate of compensation.
(b) No Stockholders' Rights for Options. A director shall have no rights
as a stockholder with respect to the shares covered by options until the date
the director exercises such options and pays the option price to the Company,
and no adjustment will be made for dividends or other rights for which the
record date is prior to the date such option is exercised and paid for.
8. Amendment or Termination.
The Board may amend or terminate this Plan at any time, provided that, to
the extent necessary to comply with Rule 16b-3, this Plan shall not be amended
more than once every six months, other than to comport with changes in the Code,
ERISA or the rules thereunder.
Page 13 of 14
<PAGE>
9. Stockholder Approval.
This Plan is subject to approval by the stockholders of the Company by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company present, or represented and entitled to vote, at a meeting duly held
in accordance with the laws of the State of Massachusetts. In the event such
approval is not obtained, all options granted under this Plan shall be void and
without effect.
10. Governing Law.
This Plan shall be governed by and interpreted in accordance with the laws
of the State of Massachusetts.
Page 14 of 14
