EXHIBIT 4.1
CTC COMMUNICATIONS GROUP, INC.
2000 FLEXIBLE STOCK PLAN
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CTC COMMUNICATIONS GROUP, INC.
2000 FLEXIBLE STOCK PLAN
TABLE OF CONTENTS
Page
1. NAME AND PURPOSE 1
1.1. Name........................................................1
1.2. Purpose.....................................................1
2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION 1
2.1. General Definitions.........................................1
2.1.1. Affiliate.............................................1
2.1.2. Agreement.............................................1
2.1.3. Benefit...............................................1
2.1.4. Board.................................................1
2.1.5. Cash Award............................................1
2.1.6. Change of Control.....................................1
2.1.7. Code..................................................2
2.1.8. Company...............................................2
2.1.9. Committee.............................................2
2.1.10. Common Stock.........................................2
2.1.11. Effective Date.......................................2
2.1.12. Employee.............................................2
2.1.13. Employer.............................................2
2.1.14. Exchange Act.........................................2
2.1.15. Fair Market Value....................................2
2.1.16. Fiscal Year..........................................2
2.1.17. ISO..................................................2
2.1.18. NQSO.................................................2
2.1.19. Option...............................................3
2.1.20. Other Stock Based Award..............................3
2.1.21. Parent...............................................3
2.1.22. Participant..........................................3
2.1.23. Performance Based Compensation.......................3
2.1.24. Performance Share....................................3
2.1.25. Plan.................................................3
2.1.26. Reload Option........................................3
2.1.27. [intentionally omitted]..............................3
2.1.28. Rule 16b-3...........................................3
2.1.29. SEC..................................................3
2.1.30. Share................................................4
2.1.31. SAR..................................................4
2.1.32. Subsidiary...........................................4
2.2. Other Definitions...........................................4
2.3. Conflicts...................................................4
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3. COMMON STOCK 4
3.1. Number of Shares............................................4
3.2. Reusage.....................................................4
3.3. Adjustments.................................................4
4. ELIGIBILITY 5
4.1. Determined By Committee.....................................5
5. ADMINISTRATION 5
5.1. Committee...................................................5
5.2. Authority...................................................5
5.3. Delegation..................................................6
5.4. Determination...............................................6
6. AMENDMENT 6
6.1. Power of Board..............................................6
6.2. Limitation..................................................6
7. TERM AND TERMINATION 6
7.1. Term........................................................6
7.2. Termination.................................................6
8. MODIFICATION OR TERMINATION OF BENEFITS 6
8.1. General.....................................................6
8.2. Committee's Right...........................................7
9. CHANGE OF CONTROL 7
9.1. Right of Committee..........................................7
10. AGREEMENTS AND CERTAIN BENEFITS 7
10.1. Grant Evidenced by Agreement...............................7
10.2. Provisions of Agreement....................................7
10.3. Transferability............................................8
11. REPLACEMENT AND TANDEM AWARDS 8
11.1. Replacement................................................8
11.2. Tandem Awards..............................................8
12. PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING 8
12.1. Payment....................................................8
12.2. Dividend Equivalents.......................................8
12.3. Deferral...................................................8
12.4. Withholding................................................8
13. OPTIONS 9
13.1. Types of Options...........................................9
13.2. Grant of ISOs and Option Price.............................9
13.3. Other Requirements for ISOs................................9
13.4. NQSOs......................................................9
13.5. Determination by Committee.................................9
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14. SARS 9
14.1. Grant and Payment..........................................9
14.2. Grant of Tandem Award......................................9
14.3. ISO Tandem Award...........................................9
14.4. Payment of Award...........................................9
15. ANNUAL LIMITATIONS 10
15.1. Limitation on Options and SARs............................10
15.2. Computations..............................................10
16. PERFORMANCE SHARES 10
16.1. Performance Shares........................................10
16.2. Grant.....................................................10
17. CASH AWARDS 11
17.1. Grant.....................................................11
17.2. Rule 16b-3................................................11
17.3. Restrictions..............................................11
18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS 11
18.1. Other Stock Based Awards..................................11
18.2. Other Benefits............................................11
19. MISCELLANEOUS PROVISIONS 11
19.1. Underscored References....................................11
19.2. Number and Gender.........................................11
19.3. Unfunded Status of Plan...................................11
19.4. Termination of Employment.................................12
19.5. Designation of Beneficiary................................12
19.6. Governing Law.............................................12
19.7. Purchase for Investment...................................12
19.8. No Employment Contract....................................12
19.9. No Effect on Other Benefits...............................12
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CTC COMMUNICATIONS GROUP, INC.
2000 FLEXIBLE STOCK PLAN
1. NAME AND PURPOSE
1.1. Name.
The name of this Plan is the "CTC COMMUNICATIONS GROUP, INC. 2000
Flexible Stock Plan."
1.2. Purpose.
The Company has established this Plan to attract, retain, motivate and
reward Employees and other individuals, to encourage ownership of the
Company's Common Stock by Employees and other individuals, and to promote
and further the best interests of the Company by granting cash and other
awards.
2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1. General Definitions.
The following words and phrases, when used in the Plan, unless
otherwise specifically defined or unless the context clearly otherwise
requires, shall have the following respective meanings:
2.1.1. Affiliate.
"Affiliate" means a Parent or Subsidiary of the Company.
2.1.2. Agreement.
"Agreement" means the document which evidences the grant of any
Benefit under the Plan and which sets forth the Benefit and the terms,
conditions and provisions of, and restrictions relating to, such
Benefit.
2.1.3. Benefit.
"Benefit" means any benefit granted to a Participant under the
Plan.
2.1.4. Board.
"Board" means the Board of Directors of the Company.
2.1.5. Cash Award.
"Cash Award" means a Benefit payable in the form of cash.
2.1.6. Change of Control.
"Change of Control" means the acquisition, without the approval
of the Board, by any "person" or "group" (as that term is used in
Section 13(d) and 14(d)(2) of the Exchange Act), other than the
Company or a Related Entity, of beneficial ownership (as defined in
Rule 13d-3 under the Exchange Act) of outstanding voting securities of
the Company carrying more than 20% of the combined voting power in the
election of directors through a tender offer, exchange offer or
otherwise; the liquidation or dissolution of the Company following a
sale or other disposition of all or substantially all of its assets; a
merger or consolidation involving the Company as a result of which
persons who were shareholders of the Company immediately prior to the
effective date of the merger or consolidation shall have beneficial
ownership of less than 50% of the combined voting power in the
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election of directors of the surviving corporation following the
effective date of such merger or consolidation; or any time during any
two-year period in which individuals who constituted the Board at the
start of such period (or whose election was approved by at least
two-thirds of the then members of the Board who were members at the
start of the two-year period) do not constitute at least 50% of the
Board for any reason. A Related Entity is the Parent, a Subsidiary or
any employee benefit plan (including a trust forming a part of such a
plan) maintained by the Parent, the Company or a Subsidiary.
2.1.7. Code.
"Code" means the Internal Revenue Code of 1986, as amended. Any
reference to the Code includes the regulations promulgated pursuant to
the Code.
2.1.8. Company.
"Company" means CTC COMMUNICATIONS GROUP, INC.
2.1.9. Committee.
"Committee" means the Committee described in Section 5.1.
2.1.10. Common Stock..
"Common Stock" means the Company's common stock which presently
has a par value of $.01 per Share.
2.1.11. Effective Date.
"Effective Date" means the date that the Plan is approved by the
shareholders of the Company which must occur within one year before or
after approval by the Board. Any grants of Benefits prior to the
approval by the shareholders of the Company shall be void if such
approval is not obtained.
2.1.12. Employee.
"Employee" means any person employed by the Employer.
2.1.13. Employer.
"Employer" means the Company and all Affiliates.
2.1.14. Exchange Act.
"Exchange Act" means The Securities Exchange Act of 1934, as
amended.
2.1.15. Fair Market Value.
"Fair Market Value" means the closing price of Shares on the
Nasdaq National Market on a given date, or, in the absence of sales on
a given date, the closing price on the Nasdaq National Market on the
last day on which a sale occurred prior to such date.
2.1.16. Fiscal Year.
"Fiscal Year" means the taxable year of the Company which is the
calendar year.
2.1.17. ISO.
"ISO" means an Incentive Stock Option as defined in Section 422
of the Code.
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2.1.18. NQSO.
"NQSO" means a non-qualified stock Option, which is an Option
that does not qualify as an ISO.
2.1.19. Option.
"Option" means an option to purchase Shares granted under the
Plan.
2.1.20. Other Stock Based Award.
An award under Section 8 that is valued in whole or in part by
reference to, or is otherwise based on, Common Stock.
2.1.21. Parent.
Any corporation (other than the Company or a Subsidiary) in an
unbroken chain of corporations ending with the Company, if, at the
time of the grant of an Option or other Benefit, each of the
corporations (other than the Company) owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.
2.1.22. Participant.
An individual who is granted a Benefit under the Plan. Benefits
may be granted only to Employees, members of the Board, employees and
owners of entities which are not Affiliates but which have a direct or
indirect ownership interest in an Employer or in which an Employer has
a direct or indirect ownership interest, individuals who, and
employees and owners of entities which, are customers and suppliers of
an Employer, individuals who, and employees and owners of entities
which, render services to an Employer, and individuals who, and
employees and owners of entities, which have ownership or business
affiliations with any individual or entity previously described.
2.1.23. Performance Based Compensation.
Compensation which meets the requirements of Section 162(m)(4)(C)
of the Code.
2.1.24. Performance Share.
A Share awarded to a Participant under Section 16 of the Plan.
2.1.25. Plan.
The CTC COMMUNICATIONS GROUP, INC. 2000 FLEXIBLE STOCK PLAN
and all amendments and supplements to it.
2.1.26. Reload Option.
An Option to purchase the number of Shares used by a Participant
to exercise an Option and to satisfy any withholding requirement
incident to the exercise of such Option.
2.1.27. [intentionally omitted]
2.1.28. Rule 16b-3.
Rule 16b-3 promulgated by the SEC, as amended, or any successor
rule in effect from time to time.
2.1.29. SEC.
The Securities and Exchange Commission.
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2.1.30. Share.
A share of Common Stock.
2.1.31. SAR.
A stock appreciation right, which is the right to receive an
amount equal to the appreciation, if any, in the Fair Market Value of
a Share from the date of the grant of the right to the date of its
payment.
2.1.32. Subsidiary.
Any corporation, other than the Company, in an unbroken chain of
corporations beginning with the Company if, at the time of grant of an
Option or other Benefit, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
2.2. Other Definitions.
In addition to the above definitions, certain words and phrases used
in the Plan and any Agreement may be defined in other portions of the Plan
or in such Agreement.
2.3. Conflicts.
In the case of any conflict in the terms of the Plan relating to a
Benefit, the provisions in the section of the Plan which specifically
grants such Benefit shall control those in a different section. In the case
of any conflict between the terms of the Plan relating to a Benefit and the
terms of an Agreement relating to a Benefit, the terms of the Plan shall
control.
3. COMMON STOCK
3.1. Number of Shares.
The number of Shares which may be issued or sold or for which Options,
SARs or Performance Shares may be granted under the Plan shall be 1,500,000
Shares, plus an annual increase, effective as of the first day of each
fiscal year, commencing with 2001, equal to 5% of the number of
outstanding Shares as of the first day of such fiscal year, but in no
event more than 4,500,000 Shares in the aggregate. Such Shares may be
authorized but unissued Shares, Shares held in the treasury, or both. The
full number of Shares available may be used for any type of Option or other
Benefit.
3.2. Reusage.
If an Option or SAR expires or is terminated, surrendered, or canceled
without having been fully exercised, if Restricted Shares or Performance
Shares are forfeited, or if any other grant results in any Shares not being
issued, the Shares covered by such Option or SAR, grant of Restricted
Shares, Performance Shares or other grant, as the case may be, shall again
be available for use under the Plan. Any Shares which are used as full or
partial payment to the Company upon exercise of an Option or for any other
Benefit that requires a payment to the Company shall be available for
purposes of the Plan.
3.3. Adjustments.
If there is any change in the Common Stock of the Company by reason of
any stock dividend, spin-off, split-up, spin-out, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares, or
otherwise, the number of SARs and number and class of shares available for
Options and grants of Performance Shares and Other Stock
Based Awards and the number of Shares subject to outstanding Options, SARs,
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grants of Performance Shares which are not vested,
and Other Stock Based Awards, and the price
thereof, as applicable, shall be appropriately adjusted by the Committee.
4. ELIGIBILITY
4.1. Determined By Committee.
The Participants and the Benefits they receive under the Plan shall be
determined solely by the Committee. In making its determinations, the
Committee shall consider past, present and expected future contributions of
Participants and potential Participants to the Employer, including, without
limitation, the performance of, or the refraining from the performance of,
services. Unless specifically provided otherwise herein, all determinations
of the Committee in connection with the Plan or an Agreement shall be made
in its sole discretion.
5. ADMINISTRATION
5.1. Committee.
The Plan shall be administered by the Committee. The Committee shall
consist of the Board, unless the Board appoints a Committee of two or more
but less than all of the Board. If the Committee does not include the
entire Board, it shall serve at the pleasure of the Board, which may from
time to time appoint members in substitution for members previously
appointed and fill vacancies, however caused, in the Committee. The
Committee may select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. A majority of its
members shall constitute a quorum. All determinations of the Committee made
at a meeting at which a quorum is present shall be made by a majority of
its members present at the meeting. Any decision or determination reduced
to writing and signed by a majority of the members shall be fully as
effective as if it had been made by a majority vote at a meeting duly
called and held.
5.2. Authority.
Subject to the terms of the Plan, the Committee shall have
discretionary authority to:
(a) determine the individuals to whom Benefits are granted, the
type and amounts of Benefits to be granted and the date of issuance
and duration of all such grants;
(b) determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;
(c) interpret and construe the Plan and all Agreements;
(d) prescribe, amend and rescind rules and regulations relating
to the Plan;
(e) determine the content and form of all Agreements;
(f) determine all questions relating to Benefits under the Plan;
(g) maintain accounts, records and ledgers relating to Benefits;
(h) maintain records concerning its decisions and proceedings;
(i) employ agents, attorneys, accountants or other persons for
such purposes as the Committee considers necessary or desirable;
(j) take, at any time, any action permitted by Section 9.1
irrespective of whether any Change of Control has occurred or is
imminent;
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(k) determine, except to the extent otherwise provided in the
Plan, whether and the extent to which Benefits under the Plan will be
structured to conform to the requirements applicable to
Performance-Based Compensation, and to take such action, establish
such procedures, and impose such restrictions at the time such
Benefits are granted as the Committee determines to be necessary or
appropriate to conform to such requirements; and
(l) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry out
the purposes of the Plan.
5.3. Delegation.
Except as required by Rule 16b-3 with respect to grants of Options,
Stock Appreciation Awards, Performance Shares, Other Stock Based Awards, or
other Benefits to individuals who are subject to Section 16 of the Exchange
Act or as otherwise required for compliance with Rule 16b-3 or other
applicable law, the Committee may delegate all or any part of its authority
under the Plan to any Employee, Employees or committee.
5.4. Determination.
All determinations of the Committee shall be final.
6. AMENDMENT
6.1. Power of Board.
Except as hereinafter provided, the Board shall have the sole right
and power to amend the Plan at any time and from time to time.
6.2. Limitation.
The Board may not amend the Plan, without approval of the shareholders
of the Company:
(a) in a manner which would cause Options which are intended to
qualify as ISOs to fail to qualify;
(b) in a manner which would cause the Plan to fail to meet the
requirements of Rule 16b-3; or
(c) in a manner which would violate applicable law.
7. TERM AND TERMINATION
7.1. Term.
The Plan shall commence as of the Effective Date and, subject to the
terms of the Plan, including those requiring approval by the shareholders
of the Company and those limiting the period over which ISOs or any other
Benefits may be granted, shall continue in full force and effect until
terminated.
7.2. Termination.
The Plan may be terminated at any time by the Board.
8. MODIFICATION OR TERMINATION OF BENEFITS
8.1. General.
Subject to the provisions of Section 8.2, the amendment or termination
of the Plan shall not adversely affect a Participant's right to any Benefit
granted prior to such amendment or termination.
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8.2. Committee's Right.
Any Benefit granted may be converted, modified, forfeited or canceled,
in whole or in part, by the Committee if and to the extent permitted in the
Plan or applicable Agreement or with the consent of the Participant to whom
such Benefit was granted. Except as may be provided in an Agreement, the
Committee may, in its sole discretion, in whole or in part, waive any
restrictions or conditions applicable to, or accelerate the vesting of, any
Benefit.
9. CHANGE OF CONTROL
9.1. Right of Committee.
In order to maintain a Participant's rights in the event of a Change
of Control, the Committee, in its sole discretion, may, in any Agreement
evidencing a Benefit, or at any time prior to, or simultaneously with or
after a Change of Control, provide such protection as it may deem
necessary. Without, in any way, limiting the generality of the foregoing
sentence or requiring any specific protection, the Committee may, without
the approval or consent of the Participant:
(a) provide for the acceleration of any time periods relating to
the exercise or realization of such Benefit so that such Benefit may
be exercised or realized in full on or before a date fixed by the
Committee;
(b) provide for the purchase of such Benefit, upon the
Participant's request, for an amount of cash equal to the amount which
could have been attained upon the exercise or realization of such
Benefit had such Benefit been currently exercisable or payable;
(c) make such adjustment to the Benefits then outstanding as the
Committee deems appropriate to reflect such transaction or change;
and/or
(d) cause the Benefits then outstanding to be assumed, or new
Benefits substituted therefor, by the surviving corporation in such
change.
10. AGREEMENTS AND CERTAIN BENEFITS
10.1. Grant Evidenced by Agreement.
The grant of any Benefit under the Plan may be evidenced by an
Agreement which shall describe the specific Benefit granted and the terms
and conditions of the Benefit. The granting of any Benefit shall be subject
to, and conditioned upon, the recipient's execution of any Agreement
required by the Committee. Except as otherwise provided in an Agreement,
all capitalized terms used in the Agreement shall have the same meaning as
in the Plan, and the Agreement shall be subject to all of the terms of the
Plan.
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10.2. Provisions of Agreement.
Each Agreement shall contain such provisions that the Committee shall
determine to be necessary, desirable and appropriate for the Benefit
granted which may include, but not necessarily be limited to, the following
with respect to any Benefit: description of the type of Benefit; the
Benefit's duration; its transferability; if an Option, the exercise price,
the exercise period and the person or persons who may exercise the Option;
the effect upon such Benefit of the Participant's death, disability,
changes of duties or termination of employment; the Benefit's conditions;
when, if, and how any Benefit may be forfeited, converted into another
Benefit, modified, exchanged for another Benefit, or replaced; and the
restrictions on any Shares purchased or granted under the Plan.
10.3. Transferability.
Unless otherwise specified in an Agreement or permitted by the
Committee, each Benefit granted shall be not transferable other than by
will or the laws of descent and distribution and shall be exercisable
during a Participant's lifetime only by him.
11. REPLACEMENT AND TANDEM AWARDS
11.1. Replacement.
The Committee may permit a Participant to elect to surrender a Benefit
in exchange for a new Benefit.
11.2. Tandem Awards.
Awards may be granted by the Committee in tandem. However, no Benefit
may be granted in tandem with an ISO except SARs.
12. PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
12.1. Payment.
Upon the exercise of an Option or in the case of any other Benefit
that requires a payment by a Participant to the Company, the amount due the
Company is to be paid:
(a) in cash, including by means of a so-called "cashless
exercise" of an Option;
(b) by the surrender of all or part of a Benefit (including the
Benefit being exercised);
(c) by the tender to the Company of Shares owned by the optionee
and registered in his name having a Fair Market Value equal to the amount
due to the Company;
(d) in other property, rights and credits deemed acceptable by
the Committee, including the Participant's promissory note;
(e) by any combination of the payment methods specified in (a),
(b), (c) and (d) above.
Notwithstanding, the foregoing, any method of payment other than (a)
may be used only with the consent of the Committee or if and to the extent
so provided in an Agreement. The proceeds of the sale of Shares purchased
pursuant to an Option and any payment to the Company for other Benefits
shall be added to the general funds of the Company or to the Shares held in
treasury, as the case may be, and used for the corporate purposes of the
Company as the Board shall determine.
12.2. Dividend Equivalents.
Grants of Benefits in Shares or Share equivalents may include dividend
equivalent payments or dividend credit rights.
12.3. Deferral.
The right to receive any Benefit under the Plan may, at the request of
the Participant, be deferred for such period and upon such terms as the
Committee shall determine, which may include crediting of interest on
deferrals of cash and crediting of dividends on deferrals denominated in
Shares.
12.4. Withholding.
The Company may, at the time any distribution is made under the Plan,
whether in cash or in Shares, or at the time any Option is exercised,
withhold from such distribution or Shares issuable upon the exercise of an
Option, any amount necessary to satisfy federal, state and local income
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and/or other tax withholding requirements with respect to such distribution
or exercise of such Options. The Committee or the Company may require a
participant to tender to the Company cash and/or Shares in the amount
necessary to comply with any such withholding requirements.
13. OPTIONS
13.1. Types of Options.
It is intended that both ISOs and NQSOs, which may be Reload Options,
may be granted by the Committee under the Plan.
13.2. Grant of ISOs and Option Price.
Each ISO must be granted to an Employee and granted within ten years
from the earlier of the date of adoption by the Board or the Effective
Date. The purchase price for Shares under any ISO shall be no less than the
Fair Market Value of the Shares at the time the Option is granted.
13.3. Other Requirements for ISOs.
The terms of each Option which is intended to qualify as an ISO shall
meet all requirements of Section 422 of the Code.
13.4. NQSOs.
The terms of each NQSO shall provide that such Option will not be
treated as an ISO. The purchase price for Shares under any NQSO shall be no
less than 85% of the Fair Market Value of the Shares at the time the Option
is granted.
13.5. Determination by Committee.
Except as otherwise provided in Section 13.2 through Section 13.4, the
terms of all Options shall be determined by the Committee.
14. SARS
14.1. Grant and Payment.
The Committee may grant SARs. Upon electing to receive payment of a
SAR, a Participant shall receive payment in cash, in Shares, or in any
combination of cash and Shares, as the Committee shall determine.
14.2. Grant of Tandem Award.
The Committee may grant SARs in tandem with an Option, in which case:
the exercise of the Option shall cause a correlative reduction in SARs
standing to a Participant's credit which were granted in tandem with the
Option; and the payment of SARs shall cause a correlative reduction of the
Shares under such Option.
14.3. ISO Tandem Award.
When SARs are granted in tandem with an ISO, the SARs shall have such
terms and conditions as shall be required for the ISO to qualify as an ISO.
14.4. Payment of Award.
SARs shall be paid by the Company to a Participant, to the extent
payment is elected by the Participant (and is otherwise due and payable),
as soon as practicable after the date on which such election is made.
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15. ANNUAL LIMITATIONS
15.1. Limitation on Options and SARs.
The number of (a) Shares covered by Options where the purchase price
is no less than the Fair Market Value of the Shares on the date of grant
plus (b) SARs which may be granted to any Participant in any Fiscal Year
shall not exceed [500,000].
15.2. Computations.
For purposes of Section 15.1: Shares covered by an Option that is
canceled shall count against the maximum, and, if the exercise price under
an Option is reduced, the transaction shall be treated as a cancellation of
the Option and a grant of a new Option; and SARs covered by a grant of SARs
that is canceled shall count against the maximum, and, if the Fair Market
Value of a Share on which the appreciation under a grant of SARs will be
calculated is reduced, the transaction will be treated as a cancellation of
the SARs and the grant of a new grant of SARs.
16. PERFORMANCE SHARES
16.1. Performance Shares.
Performance Shares are the right of an individual to whom a grant of
such Shares is made to receive Shares or cash equal to the Fair Market
Value of such Shares at a future date in accordance with the terms and
conditions of such grant. The terms and conditions shall be determined by
the Committee, in its sole discretion, but generally are expected to be
based substantially upon the attainment of targeted profit and/or
performance objectives.
16.2. Grant.
The Committee may grant an award of Performance Shares. The number of
Performance Shares and the terms and conditions of the grant shall be set
forth in the applicable Agreement.
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17. CASH AWARDS
17.1. Grant.
The Committee may grant Cash Awards at such times and (subject to
Section 17.2) in such amounts as it deems appropriate.
17.2. Rule 16b-3.
The amount of any Cash Award in any Fiscal Year to any Participant who
is subject to Section 16 of the Exchange Act shall not exceed the greater
of [$100,000 or 100%] of his cash compensation (excluding any Cash Award
under this Section 17) for such Fiscal Year.
17.3. Restrictions.
Cash Awards may be subject or not subject to conditions (such as an
investment requirement), restricted or nonrestricted, vested or subject to
forfeiture and may be payable currently or in the future or both.
18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS
18.1. Other Stock Based Awards.
The Committee shall have the right to grant Other Stock Based Awards
which may include, without limitation, the grant of Shares based on certain
conditions, the payment of cash based on the performance of the Common
Stock, and the grant of securities convertible into Shares.
18.2. Other Benefits.
The Committee shall have the right to provide types of Benefits under
the Plan in addition to those specifically listed, if the Committee
believes that such Benefits would further the purposes for which the Plan
was established.
19. MISCELLANEOUS PROVISIONS
19.1. Underscored References.
The underscored references contained in the Plan are included only for
convenience, and they shall not be construed as a part of the Plan or in
any respect affecting or modifying its provisions.
19.2. Number and Gender.
The masculine and neuter, wherever used in the Plan, shall refer to
either the masculine, neuter or feminine; and, unless the context otherwise
requires, the singular shall include the plural and the plural the
singular.
19.3. Unfunded Status of Plan.
The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments or deliveries of
Shares not yet made to a Participant by the Company, nothing contained
herein shall give any rights that are greater than those of a general
creditor of the Company. The Committee may authorize the creation of trusts
or other arrangements to meet the obligations created under the Plan to
deliver Shares or payments hereunder consistent with the foregoing.
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19.4. Termination of Employment.
If the employment of a Participant by the Company terminates for any
reason, except as otherwise provided in an Agreement, all unexercised,
deferred, and unpaid Benefits may be exercisable or paid only in accordance
with rules established by the Committee. These rules may provide, as the
Committee may deem appropriate, for the expiration, forfeiture,
continuation, or acceleration of the vesting of all or part of the
Benefits.
19.5. Designation of Beneficiary.
A Participant may file with the Committee a written designation of a
beneficiary or beneficiaries (subject to such limitations as to the classes
and number of beneficiaries and contingent beneficiaries as the Committee
may from time to time prescribe) to exercise, in the event of the death of
the Participant, an Option, or to receive, in such event, any Benefits. The
Committee reserves the right to review and approve beneficiary
designations. A Participant may from time to time revoke or change any such
designation of beneficiary and any designation of beneficiary under the
Plan shall be controlling over any other disposition, testamentary or
otherwise; provided, however, that if the Committee shall be in doubt as to
the right of any such beneficiary to exercise any Option or to receive any
Benefit, the Committee may determine to recognize only an exercise by the
legal representative of the recipient, in which case the Company, the
Committee and the members thereof shall not be under any further liability
to anyone.
19.6. Governing Law.
This Plan shall be construed and administered in accordance with the
laws of the Commonwealth of Massachusetts.
19.7. Purchase for Investment.
The Committee may require each person purchasing Shares pursuant to an
Option or other award under the Plan to represent to and agree with the
Company in writing that such person is acquiring the Shares for investment
and without a view to distribution or resale. The certificates for such
Shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer. All certificates for Shares delivered
under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under all applicable laws,
rules and regulations, and the Committee may cause a legend or legends to
be put on any such certificates to make appropriate references to such
restrictions.
19.8. No Employment Contract.
Neither the adoption of the Plan nor any Benefit granted hereunder
shall confer upon any Employee any right to continued employment nor shall
the Plan or any Benefit interfere in any way with the right of the Employer
to terminate the employment of any of its Employees at any time.
19.9. No Effect on Other Benefits.
The receipt of Benefits under the Plan shall have no effect on any
benefits to which a Participant may be entitled from the Employer, under
another plan or otherwise, or preclude a Participant from receiving any
such benefits.
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