<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)
Massachusetts 04-3116697
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
The Boott Mill, 100 Foot of John Street, Lowell, Massachusetts, 01852-1126
(Address and telephone number of registrant's principal executive offices)
----------------
AMENDED AND RESTATED 1993 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 1,600,000 $17.875 $28,600,000 $9,862.07
- ------------------------------------------------------------------------------------------------------------------------
</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 15
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 15
<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 15
<PAGE>
Item 8. Exhibits.
- -----------------
Exhibit Number Description
-------------- ----------------------------------------------------------
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 Amended and Restated 1993 Stock Option Plan.
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 15
<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 15
<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 15
<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 15
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description Page Number
- -------------- --------------------------------------------------- -----------
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 Amended and Restated 1993 Stock Option Plan. 11
- --------------------------
*Incorporated by reference.
Page 8 of 15
<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 1,600,000 shares (the "Shares")
of the Company's Common Stock, $0.01 par value, offered pursuant to the
provisions of the Amended and Restated 1993 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 15
<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 Amended and Restated 1993 Stock Option Plan of Spacetec IMC
Corporation.
ERNST & YOUNG LLP
Boston, Massachusetts
May 31, 1996
Page 10 of 15
<PAGE>
Spacetec IMC Corporation
Amended and Restated 1993 Stock Option Plan
As adopted by the Board of Directors on September 29, 1995
and approved by the Stockholders on October 6, 1995
This 1993 Stock Option Plan (the "Plan") is intended to encourage ownership
of Common Stock, $.01 par value (the "Stock") of Spacetec IMC Corporation (the
"Company") by its officers, employees and consultants so as to provide
additional incentives to promote the success of the Company through the grant of
Incentive Stock Options and Nonstatutory Stock Options (as such terms are
defined in Section 3(a) below (collectively, "Options").
1. Administration of the Plan.
--------------------------
The administration of the Plan shall be under the general supervision of
any committee of the Board appointed by the Board to administer the Plan, the
members of which are 'disinterested persons' within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended, or any successor
provision (the "Rule") to the extent necessary to comply with the Rule (the
"Compensation Committee"). Within the limits of the Plan, the Compensation
Committee shall determine the individuals to whom, and the times at which,
Options shall be granted, the type of Option to be granted, the duration of each
Option, the price and method of payment for each Option, and the time or times
within which (during its term) all or portions of each Option may be exercised.
The Compensation Committee may establish such rules as it deems necessary for
the proper administration of the Plan, make such determinations and
interpretations with respect to the Plan and Options granted under it as may be
necessary or desirable and include such further provisions or conditions in
Options granted under the Plan as it deems advisable. To the extent permitted
by law, the Compensation Committee may delegate its authority under the Plan to
a sub-committee of the Compensation Committee.
2. Shares Subject to the Plan.
--------------------------
(a) Number and Type of Shares. The aggregate number of shares of
-------------------------
Stock of the Company which may be optioned under the Plan is 1,600,000 shares.
In the event that the Compensation Committee in its discretion determines that
any stock dividend, split-up, combination or reclassification of shares,
recapitalization or other similar capital change affects the Stock such that
adjustment is required in order to preserve the benefits or potential benefits
of the Plan or any Option granted under the Plan, the maximum aggregate number
and kind of shares or securities of the Company as to which Options may be
granted under the Plan and as to which Options then outstanding shall be
exercisable, and the option price of such Options, shall be appropriately
adjusted by the Compensation Committee (whose determination shall be conclusive)
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.
(b) Effect of Certain Transactions. In the event of a consolidation
------------------------------
or merger of the Company with another 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, each holder of an outstanding Option shall be
entitled to receive upon exercise and payment in accordance with the terms of
the
Page 11 of 15
<PAGE>
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 Stock purchasable under his
Option; provided, however, that in lieu of the foregoing the Board of Directors
of the Company (the "Board") may upon written notice to each holder of an
outstanding Option provide that such Option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Board may in its discretion accelerate or waive
any deferred exercise period.
(c) Restoration of Shares. If any Option expires or is terminated
---------------------
unexercised or is forfeited for any reason or settled in a manner that results
in fewer shares outstanding than were initially awarded, including without
limitation the surrender of shares in payment of the Option exercise price or
any tax obligation thereon, the shares subject to such Option or so surrendered,
as the case may be, to the extent of such expiration, termination, forfeiture or
decrease, shall again be available for granting Options under the Plan, subject,
however, in the case of Incentive Stock Options, to any requirements under the
Code (as defined below).
(d) Reservation of Shares. The Company shall at all times while the
---------------------
Plan is in force reserve such number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.
3. Grant of Options; Eligible Persons
----------------------------------
(a) Types of Options. Options shall be granted under the Plan either
----------------
as incentive stock options ("Incentive Stock Options"), as defined in Section
422 of the Internal Revenue Code of l986, as amended (the "Code") or as Options
which do not meet the requirements of Section 422 ("Nonstatutory Stock
Options"). Options may be granted from time to time by the Compensation
Committee, within the limits set forth in Sections l and 2 of the Plan, to all
employees of the Company or of any parent corporation or subsidiary corporation
of the Company (as defined in Sections 424(e) and (f), respectively, of the
Code), and, with regard to Nonstatutory Stock Options, to all employees and
consultants of the Company or of any such parent corporation or subsidiary
corporation.
(b) Date of Grant. The date of grant for each Option shall be the
-------------
date on which it is approved by the Compensation Committee, or such later date
as the Compensation Committee may specify. No Options shall be granted
hereunder after ten years from the date on which the Plan was approved by the
Board.
(c) Automatic Awards. The Compensation Committee may provide for the
----------------
automatic award of an Option upon the delivery of shares to the Company in
payment of an Option for up to the number of shares so delivered.
4. Form of Options.
---------------
Options granted hereunder shall be evidenced by a writing delivered to the
optionee specifying the terms and conditions thereof and containing such other
terms and conditions not inconsistent with the provisions of the Plan as the
Compensation Committee considers necessary or advisable to achieve the purposes
of the Plan or comply with applicable tax and regulatory laws and accounting
principles. The form of such Options may vary among optionees.
Page 12 of 15
<PAGE>
5. Option Price.
------------
In the case of Incentive Stock Options, the price at which shares may from
time to time be optioned shall be determined by the Compensation Committee,
provided that such price shall not be less than the fair market value of the
Stock on the date of granting as determined in good faith by the Compensation
Committee; and provided further that no Incentive Stock Option shall be granted
to any individual who is ineligible to be granted an Incentive Stock Option
because his ownership of stock of the Company or its parent or subsidiary
corporations exceeds the limitations set forth in Section 422(b)(6) of the Code
unless such option price is at least ll0% of the fair market value of the Stock
on the date of grant.
In the case of Nonstatutory Stock Options, the price at which shares may
from time to time be optioned shall be determined by the Compensation Committee.
The Compensation Committee may in its discretion permit the option price to
be paid in whole or in part by a note or in installments or with shares of Stock
of the Company or such other lawful consideration as the Compensation Committee
may determine.
6. Term of Option and Dates of Exercise.
------------------------------------
(a) Exercisability. The Compensation Committee shall determine the
--------------
term of all Options, the time or times that Options are exercisable and whether
they are exercisable in installments; provided, however, that the term of each
non-statutory stock option granted under the Plan shall not exceed a period of
eleven years from the date of its grant and the term of each Incentive Stock
Option granted under the Plan shall not exceed a period of ten years from the
date of its grant, provided that no Incentive Stock Option shall be granted to
any individual who is ineligible to be granted such Option because his ownership
of stock of the Company or its parent or subsidiary corporations exceeds the
limitations set forth in Section 422(b)(6) of the Code unless the term of his
Incentive Stock Option does not exceed a period of five years from the date of
its grant. In the absence of such determination, the Option shall be
exercisable at any time or from time to time, in whole or in part, during a
period of ten years from the date of its grant or, in the case of an Incentive
Stock Option, the maximum term of such Option.
(b) Effect of Disability, Death or Termination of Employment. The
--------------------------------------------------------
Compensation Committee shall determine the effect on an Option of the
disability, death, retirement or other termination of employment of an optionee
and the extent to which, and during the period which, the optionee's estate,
legal representative, guardian, or beneficiary on death may exercise rights
thereunder. Any beneficiary on death shall be designated by the optionee, in
the manner determined by the Compensation Committee, to exercise rights of the
optionee in the case of the optionee's death.
(c) Other Conditions. The Compensation Committee may impose such
----------------
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.
(d) Withholding. The optionee shall pay to the Company, or make
-----------
provision satisfactory to the Compensation Committee for payment of, any taxes
required by law to be withheld in respect of any Options under the Plan no later
than the date of the event creating the tax liability. In the Compensation
Committee's discretion, such tax obligations may be paid in whole or in part in
shares of Stock, including shares retained from the exercise of the Option
creating the tax obligation, valued at the fair market value of the Stock on the
date of delivery to the Company as determined in
Page 13 of 15
<PAGE>
good faith by the Compensation Committee. The Company and any parent
corporation or subsidiary corporation of the Company (as defined in Sections
424(e) and (f), respectively, of the Code) may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to
the optionee.
(e) Amendment of Options. The Compensation Committee may amend,
--------------------
modify or terminate any outstanding Option, including substituting therefor
another Option of the same or different type, changing the date of exercise or
realization and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the optionee's consent to such action shall be required
unless the Compensation Committee determines that the action, taking into
account any related action, would not materially and adversely affect the
optionee.
7. Non-transferability.
-------------------
Options granted under the Plan shall not be transferable by the holder
thereof otherwise than by will or the laws of descent and distribution, and
shall be exercisable, during the holder's lifetime, only by him or her, except
as may otherwise be permitted by the Rule.
8. No Right to Employment.
----------------------
No persons shall have any claim or right to be granted an Option, and the
grant of an Option shall not be construed as giving an optionee the right to
continued employment. The Company expressly reserves the right at any time to
dismiss an optionee free from any liability or claim under the Plan, except as
specifically provided in the applicable Option.
9. No Rights as a Shareholder.
--------------------------
Subject to the provisions of the applicable Option, no optionee or any
person claiming through an optionee shall have any rights as a shareholder with
respect to any shares of Stock to be distributed under the Plan until he or she
becomes the holder thereof.
10. Amendment or Termination.
------------------------
The Board may amend or terminate the Plan at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement, including
any requirement for exemptive relief under Section 16(b) of the Securities
Exchange Act of 1934, or any successor provision.
11. Stockholder Approval.
--------------------
The 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 capital stock of
the Company entitled to vote thereon and present or represented at a meeting
duly held in accordance with the laws of the Commonwealth of Massachusetts, or
by any other action that would be given the same effect under the laws of such
jurisdiction, which action in either case shall be taken within twelve (12)
months from the date the Plan was adopted by the Board. In the event such
approval is not obtained, all Options granted under the Plan shall be void and
without effect.
Page 14 of 15
<PAGE>
12. Governing Law.
-------------
The provisions of the Plan shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
Page 15 of 15
