<PAGE> 1
As filed with the Securities and Exchange Commission on August 12, 1996
REGISTRATION NO. 333- __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
IPL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2511897
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754 (508) 461-1000
(Address and telephone number of registrant's principal executive offices)
---------------------------
1996 CONSOLIDATED EQUITY INCENTIVE PLAN
(Full Title of the Plan)
RONALD J. GELLERT, PRESIDENT
IPL Systems, Inc.
124 Acton Street
Maynard, Massachusetts 01754
(508) 461-1000
(Name, address and telephone number of agent for service)
with copies to:
NATHANIEL S. GARDINER, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0293
---------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Title of Securities to be Amount to be Proposed Proposed Maximum Amount of
Registered Registered Maximum Offering Aggregate Offering Registration Fee
Price Per Share (1) Price (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 765,000 shares $2.13 $1,629,450 $561.88
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(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 August 6, 1996 as reported by the NASDAQ National Market System.
</TABLE>
================================================================================
<PAGE> 2
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 Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-10370) filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the latest fiscal year covered by the report
referred to in (a) above.
(c) The description of the Company's Class A Common Stock contained in its
Registration Statement on Form 8-A/A (File No. 0-10370), including any amendment
or report filed for the purpose of updating such description.
All reports and other documents filed after the date of this Registration
Statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment that
indicates that all shares of Class A Common Stock offered hereby have been sold
or which deregisters all shares of Class A 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 Class A Common Stock offered hereby will be passed
upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Nathaniel S.
Gardiner, a partner of Palmer & Dodge, is Clerk of the Company.
Item 6. Indemnification of Directors and Officers.
- ------- ------------------------------------------
Section 67 of Chapter 156B of the General Laws of Massachusetts
provides that officers and directors, subject to certain limitations, may be
indemnified by the Company to the extent authorized in its Articles of
Organization or by-laws adopted by the stockholders or vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors and that officers who are not directors may be indemnified to the
extent authorized by the directors.
Article X of the Company's By-Laws provides as follows:
The corporation 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
<PAGE> 3
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
may become involved by reason of his serving or having served in such
capacity (other than a proceeding voluntarily initiated by such person
unless he is successful on the merits, the proceeding was authorized by
the corporation or the proceeding seeks a declaratory judgment
regarding his own conduct); provided that no indemnification shall be
provided for any such person with respect to any matter as to which he
shall have been finally adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best
interests of the corporation or, to the extent such matter relates to
service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit
plan; and provided, further, that as to any matter disposed of by a
compromise payment by such person, pursuant to a consent decree or
otherwise, the payment and indemnification thereof have been approved
by the corporation, which approval shall not unreasonably be withheld,
or by a court of competent jurisdiction. Such indemnification shall
include payment by the corporation 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 shall
be adjudicated to be not entitled to indemnification under this
article, which undertaking may be accepted without regard to the
financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose duties
include service or responsibilities as a fiduciary with respect to a
subsidiary or other organization shall be deemed to have acted in good
faith in the reasonable belief that his action was in the best
interests of the corporation if he acted in good faith in the
reasonable belief that his action was in the best interests of such
subsidiary or organization or of the participants or beneficiaries of,
or other persons with interests in, such subsidiary or organization to
whom he had a fiduciary duty.
Where indemnification hereunder requires authorization or
approval by the corporation, such authorization or approval shall be
conclusively deemed to have been obtained, and in any case where a
director of the corporation approves the payment of indemnification,
such director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by
a majority vote of a quorum of the directors consisting of
persons who are not at that time parties to the proceeding,
(2) by a majority vote of a committee of two or more directors
who are not at that time parties to the proceeding and are
selected for this purpose by the full board (in which
selection directors who are parties may participate), or (3)
by a majority vote of a quorum of the outstanding shares of
stock of all classes entitled to vote for directors, voting as
a single class, which quorum shall consist of stockholders who
are not at that time parties to the proceeding; or
(ii) the action is taken in reliance upon the opinion
of independent legal counsel (who may be counsel to the
corporation) appointed for the purpose by vote of the
directors or in the manner specified in clauses (1), (2) or
(3) of subparagraph (i); or
(iii) the payment is approved by a court of competent
jurisdiction; or
(iv) the directors have otherwise acted in accordance
with the standard of conduct set forth in the Massachusetts
Business Corporation Law.
- 2 -
<PAGE> 4
Any indemnification or advance of expenses under this article
shall be paid promptly, and in any event within 30 days, after the
receipt by the corporation of a written request therefor from the
person to be indemnified, unless with respect to a claim for
indemnification the corporation shall have determined that the person
is not entitled to indemnification. If the corporation denies the
request or if payment is not made within such 30 day period, the person
seeking to be indemnified may at any time thereafter seek to enforce
his rights hereunder in a court of competent jurisdiction and, if
successful in whole or in part, he shall be entitled also to
indemnification for the expenses of prosecuting such action. Unless
otherwise provided by law, the burden of proving that the person is not
entitled to indemnification shall be on the corporation.
The right of indemnification under this article shall be a
contract right inuring to the benefit of the directors, officers and
other persons entitled to be indemnified hereunder and no amendment or
repeal of this article shall adversely affect any right of such
director, officer or other person existing at the time of such
amendment or repeal.
The indemnification provided hereunder shall inure to the
benefit of the heirs, executors and administrators of a director,
officer or other person entitled to indemnification hereunder. The
indemnification provided hereunder may, to the extent authorized by the
corporation, apply to the directors, officers and other persons
associated with constituent corporations that have been merged into or
consolidated with the corporation who would have been entitled to
indemnification hereunder had they served in such capacity with or at
the request of the corporation.
The right of indemnification under this article shall be in
addition to and not exclusive of all other rights to which such
director or officer or other persons may be entitled. Nothing contained
in this article shall affect any rights to indemnification to which
corporation employees or agents other than directors and officers and
other persons entitled to indemnification hereunder may be entitled by
contract or otherwise under law.
The Company also has entered into agreements with its officers and
directors affirming the Company's obligation to indemnify them against all
claims arising out of their services to or for the Company, except as prohibited
by law, and providing various other protections to such officers and directors.
All directors and officers are insured up to an aggregate amount of
$8,000,000 under a Directors' and Officers Liability and Company Reimbursement
Policy.
Item 7. Exemption from Registration Claimed.
- ------- ------------------------------------
Not applicable.
Item 8. Exhibits.
- ------- ---------
See Exhibit Index on page 7.
Item 9. Undertakings.
- ------- -------------
(a) The undersigned Registrant hereby undertakes:
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<PAGE> 5
(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, as amended (the "Securities Act");
(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 the 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 the
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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
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 herein, 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 foregoing provisions, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE> 6
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 Maynard, Commonwealth of Massachusetts, on this 12th
day of August, 1996.
IPL SYSTEMS, INC. (Registrant)
By: /s/ Ronald J. Gellert
------------------------------------
Ronald J. Gellert
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IPL Systems, Inc., hereby
severally constitute and appoint Ronald J. Gellert and Eugene F. Tallone, 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 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.
Witness our hands and common seal on the dates set forth below.
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
--------- -----
/s/ Ronald J. Gellert President, August 12, 1996
------------------------ Chief Executive Officer
Ronald J. Gellert and Director
(Principal Executive Officer)
/s/ Eugene F. Tallone Chief Financial Officer, August 12, 1996
------------------------ Vice President -- Finance and
Eugene F. Tallone Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
- 5 -
<PAGE> 7
/s/ Stephen J. Ippolito Director August 12, 1996
--------------------------
Stephen J. Ippolito
/s/ Cornelius P. McMullan Director August 12, 1996
- --------------------------
Cornelius P. McMullan
/s/ Harris Ravine Director August 12, 1996
- --------------------------
Harris Ravine
- 6 -
<PAGE> 8
EXHIBIT INDEX
-------------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
4.1 Restated Articles of Organization dated March
27, 1981 and Articles of Amendment dated
May 12, 1981 and July 8, 1992, filed as Exhibit
3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31,
1992 and incorporated herein by reference. *
4.2 By-Laws of the Company, as amended, filed as
Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein by
reference. *
5.1 Opinion of Palmer & Dodge as to the legality
of the securities registered hereunder. 9
23.1 Consent of Deloitte & Touche, independent
certified public accountants. 11
23.2 Consent of Palmer & Dodge (contained in
Opinion of Palmer & Dodge filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the Signature
Page to this Registration Statement).
99.1 1996 Consolidated Equity Incentive Plan. 13
- ----------------
* Incorporated by reference
- 7 -
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
August 12, 1996
IPL Systems, Inc.
124 Acton Street
Maynard, Massachusetts 01754
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by IPL Systems, Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), on or about the date hereof. The
Registration Statement relates to 765,000 shares of the Company's Class A Common
Stock, $.01 par value (the "Shares"), offered pursuant to the provisions of the
Company's 1996 Consolidated Equity Incentive 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 authorization, 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 and the options or other rights granted
thereunder, 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 hereof.
Very truly yours,
/s/ Palmer & Dodge LLP
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
IPL Systems, Inc. on Form S-8 of our report dated February 16, 1996, appearing
in the Annual Report on Form 10-K of IPL Systems, Inc. for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 9, 1996
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<PAGE> 1
EXHIBIT 99.1
<PAGE> 2
IPL SYSTEMS, INC.
1996 CONSOLIDATED EQUITY INCENTIVE PLAN
1. Purpose.
The purpose of the IPL Systems, Inc. 1996 Equity Incentive Plan (the
"PLAN") is to attract and retain key employees of IPL Systems, Inc. (the
"COMPANY") and its affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-term
growth of the Company by the granting of awards ("AWARDS") with respect to the
Company's Class A Common Stock, $0.01 par value (the "COMMON STOCK"). The option
granted by the Company to one of its employees in December 1995 with respect to
115,000 shares of the Common Stock (the "1995 Equity Plan") shall be
consolidated with and subject to the Plan for all purposes, and shall be amended
and restated in its entirety so as to be consistent with the terms of the Plan
and incentive stock options granted under the Plan to the extent such terms do
not adversely affect the rights and privileges of the holder of the option
granted under the 1995 Equity Plan.
2. Administration.
The Plan will be administered by a committee of not less than two members
of the Board of Directors of the Company appointed by the Board to administer
the Plan (the "COMMITTEE"). Each member of the Committee will be a
"disinterested person" or the equivalent within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended from time to time, (the
"EXCHANGE ACT"). The Committee will select those persons to receive Awards under
the Plan ("PARTICIPANTS") and will determine the terms and conditions of all
Awards. The Committee will have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of the
Plan as it from time to time considers advisable, and to interpret the
provisions of the Plan. The Committee's decisions will be final and binding. To
the extent permitted by applicable law, the Committee may delegate to one or
more executive officers of the Company the power to make Awards to Participants
who are not subject to Section 16 of the Exchange Act and all determinations
under the Plan with respect thereto, provided that the Committee will fix the
maximum amount of such Awards for all such Participants and a maximum for any
one Participant.
3. Eligibility.
All employees of the Company (or any business entity in which the Company
owns directly or indirectly 50% or more of the total voting power or has a
significant financial interest as determined by the Committee) capable of
contributing significantly to the successful performance of the Company, other
than an employee who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan.
- 13 -
<PAGE> 3
4. Stock Available for Awards.
(a) Amount. Subject to adjustment under subsection (b), Awards may be made
under the Plan for up to 650,000 shares of Common Stock. If any Award expires or
is terminated unexercised or is forfeited or settled in a manner that results in
fewer shares outstanding than were awarded, the shares subject to such Award, to
the extent of such expiration, termination, forfeiture or decrease, will again
be available for award under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired company will
not reduce the shares available for Awards under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
(b) Adjustment. In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
change affects the Common Stock such that an adjustment is required in order to
preserve the benefits intended to be provided by the Plan, then the Committee
(subject in the case of incentive stock options to any limitation required under
the Code) will equitably adjust any or all of (i) the number and kind of shares
for which Awards may be made under the Plan, (ii) the number and kind of shares
subject to outstanding Awards and (iii) the exercise price with respect to any
of the foregoing. In making such adjustments, the Committee may ignore
fractional shares so that the number of shares subject to any Award will be a
whole number. If considered appropriate, the Committee may make provision for a
cash payment with respect to all or part of an outstanding Award instead of or
in addition to any such adjustment.
(c) Limit on Individual Grants. Subject to adjustment under subsection (b),
the maximum number of shares of Common Stock subject to Stock Options and SARs
that may be granted to any Participant in the aggregate will not exceed 250,000
shares.
5. Types of Awards.
(a) Stock Options. The Committee may grant options ("STOCK OPTIONS") to
purchase shares of Common Stock upon such terms and conditions as the Committee
determines. Stock Options may include both incentive stock options that comply
with the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time (the "CODE") and nonstatutory stock options that are
not intended to comply with such requirements. No incentive stock option may be
granted under the Plan more than ten years after the effective date of the Plan.
Payment of the exercise price may be made in cash or, to the extent permitted by
the Committee at or after the grant of the Stock Option, in whole or in part by
delivery of a note or shares of Common Stock owned by the optionee or by
retaining shares otherwise issuable pursuant to the Stock Option, in each case
valued at fair market value on the date of delivery or retention, or such other
lawful consideration as the Committee may determine.
(b) Stock Appreciation Rights. The Committee may grant stock appreciation
rights ("SARs") upon such terms and conditions as the Committee determines. SARs
are rights to receive any excess in value of shares of Common Stock over the
exercise price. The Committee will determine at the time of grant or thereafter
whether SARs are to be settled in cash, Common Stock or other securities of the
Company, other Awards or other property.
6. General Provisions Applicable to Awards.
(a) Awards at Fair Market Value. The Committee will establish the exercise
price of an Award at the time the Award is granted. The exercise price will not
be less than 100% of the fair market
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<PAGE> 4
value of the Common Stock on the date of the Award, provided that (i) in the
case of a nonstatutory Stock Option or an SAR granted to a new employee of the
Company within 90 days of the date of employment, the exercise price may be less
than 100% of fair market value on the date of such Award so long as such price
is not less than 100% of fair market value at the date of employment and (ii) in
the case of an SAR granted in tandem with a Stock Option, the exercise price may
be less than 100% of fair market value on the date of such Award so long as such
exercise price is not less than the exercise price of the related Stock Option.
(b) Fair Market Value. The fair market value of the Common Stock or any
other property will be the fair market value of such property as determined by
the Committee in good faith or in the manner established by the Committee from
time to time.
(c) Reporting Person Limitations. Notwithstanding any other provision of
the Plan, to the extent required to qualify for the exemption provided by Rule
16b-3 under the Exchange Act, Awards made to a person subject to Section 16 of
the Exchange Act will not be transferable by such person other than by will or
the laws of descent and distribution and are exercisable during such person's
lifetime only by such person or by such person's guardian or legal
representative. If then permitted by Rule 16b-3, such Awards will also be
transferable pursuant to a qualified domestic relations order as defined in the
Code or Title I of the Employee Retirement Income Security Act or the rules
thereunder.
(d) Documentation. Each Award under the Plan will be evidenced by a writing
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Committee considers necessary or advisable to achieve the
purposes of the Plan. These terms and conditions may include performance
criteria, vesting requirements, restrictions on transfer and payment rules. The
Committee may establish the terms and conditions at the time the Award is
granted or may provide that such terms and conditions will be determined at
anytime thereafter.
(e) Committee Discretion. Each type of Award may be made alone, in addition
to or in relation to any other Award. SARs granted in tandem with a Stock Option
will terminate to the extent that the related Stock Option is exercised, and the
related Stock Option will terminate to the extent that the tandem SARs are
exercised. The terms of each type of Award need not be identical, and the
Committee need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to an Award may
be made by the Committee at the time of grant or at any time thereafter.
(f) Dividends and Cash Awards. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest and (ii) cash
payments in lieu of or in addition to an Award.
(g) Termination of Employment. The Committee will determine the effect on
an Award of the disability, death, retirement or other termination of employment
of a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or beneficiary may receive payment
of an Award or exercise rights thereunder. A Participant may designate a
beneficiary in a manner determined by the Committee. In the absence of an
effective designation, a Participant's beneficiary will be the Participant's
estate.
(h) Change in Control. In order to preserve a Participant's rights under an
Award in the event of a change in control of the Company, the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the
- 15 -
<PAGE> 5
acceleration of any time period relating to the exercise or payment of the
Award, (ii) provide for payment to the Participant of cash or other property
with a fair market value equal to the amount that would have been received upon
the exercise or payment of the Award had the Award been exercised or paid upon
the change in control, (iii) adjust the terms of the Award in a manner
determined by the Committee to reflect the change in control, (iv) cause the
Award to be assumed, or new rights substituted therefor, by another entity, or
(v) make such other provision as the Committee may consider equitable to the
Participant and in the best interests of the Company.
(i) Loans. The Committee may authorize the making of loans or cash payments
to Participants in connection with the grant or exercise of any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying such Award (provided that the loan will not exceed the fair market
value of the security underlying such Award), and which may be forgiven upon
such terms and conditions as the Committee may establish at the time of such
loan or at any time thereafter.
(j) Withholding Taxes. The Participant will pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at fair
market value on the date of delivery. The Company and its affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.
(k) Foreign Nationals. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or to comply with applicable
laws.
(l) Amendment of Award. The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type and changing the date of exercise or realization, provided that
the Participant's consent to such action will be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
7. Miscellaneous.
(a) No Right To Employment. No person will have any claim or right to be
granted an Award. Neither the Plan nor any Award hereunder will be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.
(b) No Rights As Shareholder. Subject to the provisions of the applicable
Award, no Participant or beneficiary will have any rights as a shareholder with
respect to any shares of Common Stock to be distributed under the Plan until he
or she becomes the holder thereof. A Participant to whom Common Stock is awarded
will be considered the holder of such Common Stock at the time of the Award
except as otherwise provided in the applicable Award.
(c) Effective Date. The Plan will be effective on March 21, 1996.
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<PAGE> 6
(d) Amendment of Plan. The Board of Directors of the Company may amend,
suspend or terminate the Plan or any portion thereof at any time, subject to any
shareholder approval that the Board determines to be necessary or advisable.
(e) Governing Law. The provisions of the Plan will be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.
-----------------------------------------
Adopted by the Board of Directors on March 21, 1996.
Approved by the stockholders of the Company on May 29, 1996.
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