As filed with the Securities and Exchange Commission on December __, 1995
Registration No. 33 _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STRATUS COMPUTER, INC.
(Exact name of registrant as specified in its charter)
__________________
Massachusetts No. 04-2697554
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
Organization)
55 Fairbanks Boulevard
Marlborough, Massachusetts 01752
(508) 460-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________
Stock Option Plan (January, 1983)
Non-Qualified Common Stock Option Plan
Employee Stock Purchase Plan
(Full title of plans)
___________________
William E. Foster
Chief Executive Officer
Stratus Computer, Inc.
55 Fairbanks Boulevard
Marlborough, MA 01752
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering price aggregate registration
to be registered per share (2) offering price fee
registered (1) (2)
_____________ ___________ _______________ _____________ __________
Common Stock, 2,100,000 $31.0625 $65,231,250 $22,493.54
$.01 par value
(1) Plus such additional number of shares as may be required pursuant to the
Plans in the event of a stock dividend, split-up of shares, recapitalization
or other similar change in the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange on
November 27, 1995.
EXPLANATORY NOTE
This registration statement on Form S-8 covers an additional
2,100,000 shares of Common Stock, $.01 par value, reserved for
issuance under the Stock Option Plan (January, 1983), the Non-
Qualified Common Stock Option Plan and the Employee Stock
Purchase Plan of Stratus Computer, Inc. (the Plans ). The
Company has previously registered an aggregate of 11,819,600
shares issued or issuable under the Plans and the Company s
Incentive Stock Option Plan (now terminated) pursuant to the
following registration statements on Form S-8: 2-88104, 2-89901,
33-2174, 33-11864, 33-28742 and 33-67758.
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") (File No. 0-12064) are
hereby incorporated by reference in this Registration Statement:
(a) The Company's annual report on Form 10-K for the year
ended January 1, 1995; and
(b) The Company's quarterly reports on Form 10-Q for the
quarters ending April 2, 1995, July 2, 1995 and October 1, 1995;
and
(c) The description of the Company's capital stock that is
contained in the Company's Registration Statements (as amended)
on Form 8-A filed with the Commission on April 27, 1984, December
6, 1990 and April 3, 1995 and any amendment or report filed by
the Company with the Commission under the Securities Exchange Act
of 1934 for the purpose of updating such description.
In addition, all documents filed by the Company after the
initial filing date of this registration statement pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and prior to the
filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers
all shares then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares registered hereby has been passed
upon by Choate, Hall & Stewart, Boston, Massachusetts. Richard
N. Hoehn, a partner of Choate, Hall & Stewart, is Clerk of the
Company.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws
II-1
provides that a corporation may indemnify its directors and
officers to the extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the
stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election
of directors. Such Section further provides, however, that no
indemnification may be provided with respect to any matter as to
which the officer or director is adjudicated not to have acted in
good faith in the reasonable belief that his action was in the
best interest of the corporation or, to the extent such matter
relates to service with respect to an employee benefit plan, in
the best interest of the participants or beneficiaries of such
employee benefit plan.
Article V, Section 2 of the By-laws of the Company provides
that every person who is, or has been, a director or officer of
the Company is entitled to indemnification by the Company to the
fullest extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having
been a director or officer and against amounts paid or incurred
by him in the settlement thereof.
No indemnification is provided under the Bylaws to a
director or officer with respect to any matter as to which he has
been finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of
the corporation. Nor is indemnification provided to a director
or officer in the event of a settlement involving a payment by
the officer or director unless there has been a determination
that such director or officer is entitled to indemnification
under Article V, Section 2 of the By-laws by one of the
following: (i) the court or other body approving the settlement;
(ii) vote of stockholders of the Company; (iii) vote of two-
thirds of those directors of the Company who are not themselves
involved in the claim, action, suit or proceeding, provided that
a majority of the directors consists of members not so involved;
or (iv) written opinion of independent counsel.
The Company's Bylaws authorize the Company to obtain
insurance to cover its indemnification obligations. The Company
currently maintains director and officer liability insurance for
the benefit of its directors and certain of its officers.
Article 6 of the Articles of Organization of the Company, as
amended, provides that, to the fullest extent permitted by the
Massachusetts General Laws, no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.
II-2
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Article 4 of the Company's Articles of
Organization, as amended.
*4.2 Articles I, II, IV and VII of the Company's By-
laws, as amended.
**4.3 Rights Agreement dated December 4, 1990.
5.1 Opinion of Choate, Hall & Stewart as to validity
of shares being registered.
10.1 The Company's Stock Option Plan (January, 1983)
(Restatement Number 5 effective August 1, 1995).
10.2 The Company 's Non-Qualified Common Stock Option
Plan (Restatement Number 4 effective August 1,
1995).
10.3 The Company s Employee Stock Purchase Plan
(amended and restated as of August 1, 1995).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Choate, Hall & Stewart (included in
Exhibit 5.1).
24.1 Power of Attorney (part of page 6).
_________________________________
* Incorporated by reference to Exhibit 3.2(b) to the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.
** Incorporated by reference to Exhibit 1 to the Registration
Statement on Form 8-A filed by the Company with the SEC on
December 6, 1990 as amended by Amendment No. 1 thereto filed with
the SEC on December 20, 1990.
II-3
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act, 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; and
(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by
reference in the 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company will, unless in the
opinion of 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 expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 registrations statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Marlborough, Commonwealth of Massachusetts, on November 21,
1995.
Stratus Computer, Inc. (Issuer and
Employer)
By: /s/ William E. Foster
William E. Foster, Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints William E.
Foster, Robert E. Donahue and Eileen Casal, jointly and
severally, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below on November
21, 1995 by the following persons in the capacities indicated.
Name Capacity
/s/ William E. Foster Chief Executive Officer
William E. Foster (Principal Executive
Officer) and Director
/s/ Gary E. Haroian President, Chief Operating
Officer and Director
Gary E. Haroian
/s/ Robert E. Donahue Senior Vice President, Chief
Robert E. Donahue Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Arthur Carr Director
Arthur Carr
/s/ Paul J. Ferri Director
Paul J. Ferri
/s/ Gardner C. Hendrie Director
Gardner C. Hendrie
II-6
INDEX TO EXHIBITS
Exhibits Number
4.1 Article 4 of the Company s Articles
of Organization, as amended.
*4.2 Articles I, II, IV and VII of the
Company's Bylaws, as amended.
**4.3 Rights Agreement dated December 4, 1990.
5.1 Opinion of Choate, Hall & Stewart
as to validity of shares being registered.
10.1 The Company's Stock Option Plan (January, 1983)
(Restatement Number 5 effective August 1, 1995).
10.2 The Company s Non-Qualified Common
Stock Option Plan (Restatement Number 4
effective August 1, 1995).
10.3 The Company s Employee Stock Purchase Plan
(amended and restated as of August 1, 1995).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Choate, Hall & Stewart
(included in Exhibit 5.1).
24.1 Power of Attorney (part of page 6).
_________________________________
* Incorporated by reference to Exhibit 3.2(b) to the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.
** Incorporated by reference to Exhibit 1 to the Registration
Statement on Form 8-A filed by the Company with the SEC on
December 6, 1990 as amended by Amendment No. 1 thereto filed with
the SEC on December 20, 1990.
II-7
Exhibit 5.1
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617) 248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
December 1, 1995
Stratus Computer, Inc.
55 Fairbanks Boulevard
Marlborough, Massachusetts 01752
Ladies and Gentlemen:
This opinion is delivered to you in connection with the Registration
Statement on Form S-8 (the Registration Statement ) to be filed on December
1, 1995 by Stratus Computer, Inc. (the Company ) under the Securities Act of
1933, as amended, for registration under said Act of 2,100,000 shares of
common stock, $.01 par value (the Common Stock ), of the Company.
We are familiar with the Company s Articles of Organization, as amended,
its By-Laws, as amended, and the records of its corporate proceedings. We
have also examined such other documents, records and certificates and made
such further investigation as we have deemed necessary for the purposes of
this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Company under its Stock Option Plan
(January, 1983), its Non-Qualified Common Stock Option Plan and its Employee
Stock Purchase Plan, as in effect on the date hereof, when issued against
receipt of the agreed purchase price therefor, will be legally issued, fully
paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to this
firm under the heading Interests of Named Experts and Counsel in Part II of
the Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
EXHIBIT 10.1
Restatement #1: Effective October 28, 1986
Restatement #2: Effective February 7, 1989
Restatement #3: Effective October 16, 1990
Restatement #4: Effective January 28, 1992
Restatement #5: Effective August 1, 1995
STRATUS COMPUTER, INC.
STOCK OPTION PLAN (January, 1983)
RESTATEMENT NUMBER FIVE
1. Purpose. The purpose of this Plan is to advance the interests of
Stratus Computer, Inc. (the "Company") by providing an opportunity to
selected key employees of the Company and its subsidiaries to purchase
stock of the Company through the exercise of options granted under this
Plan. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate employees of training, experience and
ability. It is intended that this purpose will be effected by the
granting of stock options as provided herein.
2. Amendment and Restatement of Prior Plan. This plan continues, in
amended and restated form, the Incentive Stock Option Plan
(January, 1983) (the "Incentive Stock Option Plan"), as previously
amended and restated effective October 28, 1986 ("Restatement
Number One"), February 7, 1989 ("Restatement Number Two"), October
16, 1990 ("Restatement Number Three") and January 28, 1992
( Restatement Number Four ) which Amendment extended the
termination date of the Plan until December 31, 2003 and for
purposes of Section 422(b)2 of the Internal Revenue Code of 1986,
as Amended (the Code ), constitutes a new plan. This Stratus
Computer, Inc. Stock Option Plan (January, 1983) Restatement
Number Five (the "Plan"), effective as of August 1, 1995, reflects
further amendments to the Plan adopted by the Board of Directors
of the Company (the "Board") on August 1, 1995, the sole purpose
of which is to cause the Plan to comply with the requirements of
Rule 16b-3 promulgated under Section 16 of the Securities Exchange
Act of 1934, as Amended ( Rule 16b-3 ).
3. Effective Date. The Plan became effective as of January 1, 1983.
This Restatement Number Five of the Plan became effective on
August 1, 1995, the date the last amendment incorporated in this
restatement was adopted by the Board. To the extent at any time
that amendments are made to the Plan for which shareholder
approval is necessary under applicable tax or securities laws or
under the Board action adopting such amendment, options that may
be granted only as a result of such amendments may be granted
before such approval, but no such options may be exercised until
such approval is obtained and such options will be null and void
if such approval is not obtained.
4. Stock Subject to the Plan. The shares that may be granted under
this Plan shall not exceed in the aggregate 9,380,200 shares of
the $.01 par value Common Stock of the Company (the "Shares");
provided, however, that such maximum number of Shares shall be
reduced by the number of any Shares that are made subject to
options (which have not subsequently expired or been terminated
before exercise) pursuant to the Stratus Computer, Inc. Non-
Qualified Common Stock Option Plan. Any Shares subject to an
option under this Plan which for any reason expires or is
terminated unexercised as to such Shares may again be the subject
of an option under the Plan. In addition, any Shares purchased by
an optionee upon exercise of an option under this Plan that are
subsequently repurchased by the Company pursuant to the terms of
such option may again be the subject of an option under the Plan.
The Shares delivered upon exercise of options under this Plan
may, in whole or in part, be either authorized but unissued Shares
or issued Shares reacquired by the Company.
5. Administration. This Plan shall be administered by a committee
(the "Stock Option Committee") consisting of three (3) or more
members of the Board who are not employees of the Company, none of
whom shall be eligible to participate in the Plan and all of whom
shall be disinterested persons as defined under Rule 16b-3. The
Stock Option Committee shall be appointed by and shall serve at
the pleasure of the Board. Subject to the provisions of this
Plan, said Committee shall have full power to construe and
interpret the Plan and to establish, amend and rescind rules and
regulations for its administration.
6. Eligible Employees. Options may be granted to such key employees
of the Company or of any of its subsidiaries, including members of
the Board who are also employees of the Company or any of its
subsidiaries, as are selected by the Stock Option Committee.
7. Duration of the Plan. This Plan shall terminate on December 31,
2003, unless terminated earlier pursuant to Paragraph 13
hereafter, and no options may be granted thereafter.
8. Restrictions on Incentive Options. Incentive options (but not
nonqualified options) granted under this Plan shall be subject to
the following restrictions:
(a) Limitation on Number of Shares. (i) With respect to
incentive options granted before January 1, 1987, the
aggregate fair market value, determined as of the date the
incentive option is granted, of the Shares for which an
employee may be granted incentive option in any calendar
year shall not exceed $100,000 plus any "unused limit
carryovers," as that term is defined under Section
422A(c)(4) of the Code (as in effect immediately prior to
its amendment by the Tax Reform Act of 1986), available in
such year; or (ii) for incentive options granted after
December 31, 1986, the aggregate fair market value,
determined as of the date the incentive option is granted,
of the Shares with respect to which incentive options are
exercisable for the first time by an employee during any
calendar year shall not exceed $100,000. In the event that
an employee is eligible to participate in any other
incentive stock option plans of the Company or any of its
subsidiaries which are also intended to comply with the
provisions of Section 422 of the Code, the applicable annual
limitation shall apply to the aggregate number of Shares for
which incentive stock options may be granted under all such
plans.
(b) 10% Stockholder. If any employee to whom an incentive
option is granted pursuant to the provisions of the Plan is
on the date of grant the owner of stock (as determined
under Section 424(d) of the Code) possessing more than 10%
of the total combined voting power of all classes of stock
of the Company or any of its subsidiaries, then the
following special provisions shall be applicable to the
incentive option granted to such individual:
(i) The option price per Share subject to such incentive option
shall not be less than 110% of the fair market value of one
Share on the date of grant; and The incentive option shall
not have a term in excess of five (5) years from the date of
grant.
(c) Effect of Other Outstanding Incentive Options. No
incentive option granted before January 1, 1987 hereunder
shall be exercisable by any optionee while there is
"outstanding," within the meaning of Section 422A(c)(7) of
the Code (as in effect immediately prior to its amendment by
the Tax Reform Act of 1986), any incentive option or other
incentive stock option which was granted to the optionee
before the granting of the incentive option under this Plan
and which permits the optionee to purchase stock in (i) the
Company, (ii) a corporation which (at the time of the
granting of the incentive option under this Plan) is a
parent or subsidiary of the Company, or (iii) a predecessor
corporation of any of such corporations.
9. Terms and Conditions of Options. Options granted under this Plan
shall be evidenced by stock option agreements in such form and not
inconsistent with the Plan as the Stock Option Committee shall
approve from time to time, which agreements shall evidence the
following terms and conditions:
(a) Price. Subject to the condition of subparagraph
(b)(i) of Paragraph 8, if applicable, with respect to each
incentive option, the purchase price per Share of stock
payable upon the exercise of each option granted hereunder
shall be not less than 100% of the fair market value of the
stock on the day the option is granted. With respect to
each nonqualified option, the purchase price per Share
payable upon the exercise of each option granted hereunder
shall be determined by the Stock Option Committee at the
time the option is granted and shall not be less than 50% of
the fair market value of one Share on the date of grant.
(b) Number of Shares. Each option agreement shall specify the
number of Shares to which it pertains.
(c) Exercise of Options. Subject to the conditions on
incentive options of subparagraph (b)(ii) and (c) of
Paragraph 8, if applicable, each option shall be exercisable
for the full amount or for any part thereof and at such
intervals or in such installments as the Stock Option
Committee may determine at the time it grants such option;
provided, however, that no option shall be exercisable with
respect to any Shares later than ten (10) years after the
date of the grant of such option.
(d) Notice of Exercise and Payment. An option shall be
exercisable only by delivery of a written notice to the
Stock Option Committee, any member of the Committee, the
Company's Treasurer, or any other officer of the Company
designated by the Committee to accept such notices on its
behalf, specifying the number of Shares for which it is
exercised. If said Shares are not at the time effectively
registered under the Securities Act of 1933, as amended, the
optionee shall include with such notice a letter, in form
and substance satisfactory to the Company, confirming that
the Shares are being purchased for the optionee's own
account for investment and not with a view to distribution.
Payment shall be made in full at the time of delivery to the
optionee of a certificate or certificates covering the
number of Shares for which the option was exercised.
Payment shall be made (i) by cash or check, (ii) if
permitted by the Stock Option Committee, by delivery and
assignment to the Company of Shares of Company stock having
a fair market value (as determined by the Stock Option
Committee) equal to the option price, (iii) [only with
respect to optionees who are officers or directors of the
Company (or its affiliates) who, by reason of their
relationship to the Company, would be subject to Section 16
of the Securities Exchange Act of 1934, as amended in
connection with their acquisition or disposition of Common
Stock of the Company (a "Section 16 Person")], if permitted
by the Stock Option Committee, by promissory note, or (iv)
by a combination of (i), (ii) and (iii) (if applicable).
The value of the Company stock for such purpose shall be its
fair market value as of the date the option is exercised, as
determined in accordance with procedures to be established
by the Stock Option Committee.
(e) Withholding Taxes; Delivery of Shares. The Company's
obligation to deliver Shares of Common Stock upon exercise
of a nonqualified option, in whole or in part, shall be
subject to the optionee's satisfaction of all applicable
federal, state and local income and employment tax
withholding obligations. The optionee may satisfy the
obligation, in whole or in part, by electing to have the
Company withhold Shares of Common Stock having a value equal
to the amount required to be withheld. The value of Shares
to be withheld shall be based on the fair market value of
the Shares on the date the amount of tax to be withheld is
to be determined (the "Tax Date"). The optionee's election
to have Shares withheld for this purpose will be subject to
the following restrictions: (1) the election must be made
prior to the Tax Date, (2) the election must be
irrevocable, (3) the election will be subject to the right
of the Committee to disapprove the election, and (4) if a
participant is a Section 16 Person, such election must
comply in all respects with the requirements of Rule 16b-3.
(f) Non-Transferability. No option shall be transferable
by the optionee otherwise than by will or the laws of
descent or distribution, and each option shall be
exercisable during his lifetime only by him.
(g) Termination of Options. Each option shall terminate
and may no longer be exercised if the optionee ceases for
any reason to be a employee of the Company, or its parent or
a subsidiary, except that:
(i) if the optionee's employment shall have terminated for
any reason other than cause, disability (as defined
below) or death, he may at any time within a period of
thirty (30) days after such termination of employment
exercise his option to the extent that the option was
exercisable by him on the date of termination of his
employment;
(ii) if the optionee's employment shall have been terminated
because of disability within the meaning of Section 22(e)(3)
of the Code, with respect to incentive options granted to
the optionee, the optionee may, at any time within a
period of one (1) year after such termination of
employment, and with respect to nonqualified options granted
to the optionee, the optionee may, at any time within a
period of one year and one day after such termination of
employment, exercise his option to the extent that the
option was exercisable by him on the date of termination of
his employment; and
(iii) if the optionee dies at a time when the option was
exercisable by him, then his estate, personal representative
or beneficiary to whom it has been transferred pursuant to
paragraph 9(f) hereof may exercise the option to the extent
the optionee might have exercised it at the time of his
death; (a) at any time within a period of six (6) months
following his death if the optionee was not an employee at
the time of his death, or, (b) in the event his employment
with the Company is terminated by his death, one (1) year
following such termination of employment. In no case,
however, may an option be exercised to any extent by anyone
after the date of expiration of the option.
(h) Rights as Shareholder. The optionee shall have no
rights as a shareholder with respect to any Shares covered
by his option until the date of issuance of a stock
certificate to him for such Shares.
10. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. Appropriate adjustment shall be made in the
maximum number of Shares of Common Stock subject to the Plan and
in the number, kind, and option price of Shares covered by
outstanding options granted hereunder to give effect to any stock
dividends or other distribution (which exceeds five percent of the
total number of Shares of Common Stock outstanding at the close of
business on the date fixed for the determination of stockholders
entitled to receive such stock dividend or distribution), stock
splits, stock combinations, recapitalizations and other similar
changes in the capital structure of the Company after the
effective date of the Plan.
11. Merger; Sale of Assets; Dissolution. In the event of a change of
the Common Stock resulting from a merger or similar
reorganization as to which the Company is the surviving
corporation, the number and kind of Shares which thereafter may be
optioned and sold under this Plan and the number and kind of
Shares then subject to options granted hereunder and the price per
share thereof shall be appropriately adjusted in such manner as
the Stock Option Committee may deem equitable to prevent
substantial dilution or enlargement of the rights available or
granted hereunder. Except as otherwise determined by the Board,
a merger or a similar reorganization which the Company does not
survive, or a sale of all or substantially all of the assets of
the Company, shall cause every option outstanding hereunder to
terminate, to the extent not then exercised, unless any surviving
entity agrees to assume the obligations hereunder.
12. Definitions.
(a) The term "key employees" means those executive,
administrative, operational or managerial employees who are
determined by the Stock Option Committee to be eligible for
options under this Plan.
(b) The term "option", unless otherwise indicated, means either
an incentive option or a nonqualified option. The term
"options" refers to both incentive options or nonqualified
options.
(c) The term "optionee" means a key employee to whom an option
is granted under this Plan.
(d) The term "parent" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 424(e) of the Code.
(e) The term "subsidiary shall, for purposes of this Plan, have
the meaning ascribed to it under Section 424(f) of the Code.
13. Termination or Amendment of Plan. The Board may at any time
terminate this Plan or make such changes in or additions to the
Plan as it deems advisable without further action on the part of
the shareholders of the Company, provided:
(a) that no such termination or amendment shall adversely affect
or impair any then outstanding option without the consent of
the optionee holding such option; and
(b) that any such amendment which:
(i) increases the maximum number of Shares subject to this
Plan (subject to the provisions of Section 10),
(ii) changes the class of persons eligible to participate
in this Plan, or
(iii) materially increases the benefits accruing to
participants under this Plan; shall be subject to
approval by the shareholders of the Company within one
(1) year from the effective date of such amendment and
shall be null and void if such approval is not
obtained.
EXHIBIT 10.2
Restatement #3 Effective:
October 16, 1990 &
January 28, 1992
Restatement #4 Effective:
August 1, 1995
STRATUS COMPUTER, INC.
NON-QUALIFIED COMMON STOCK OPTION PLAN
RESTATEMENT NUMBER FOUR
1. Purpose. The purpose of this Plan is to advance the interests of
Stratus Computer, Inc. (the "Company") by providing an opportunity
to selected employees and directors of the Company and its
subsidiaries (including foreign subsidiaries) to purchase common
stock of the Company through the exercise of options granted under
this Plan. By encouraging such stock ownership, the Company seeks
to attract, retain and motivate employees and directors of
experience and ability. It is intended that this purpose will be
effected by the granting of non-qualified stock options as
provided herein.
2. Amendment and Restatement of Prior Plan. The Stratus Computer,
Inc. Non-qualified Stock Option Plan initially adopted on November
27, 1984 (the "Plan") continues as previously amended and restated
effective October 16, 1990 ( Restatement Number 2 ) and most
recently on January 28, 1992 ( Restatement Number 3 ) to extend
the termination date of the Plan until December 31, 2004. This
Restatement Number Four of the Plan reflects further Amendments to
the Plan, the sole purpose of which is to cause the Plan to comply
with the requirements of Rule 16b-3 promulgated under Section 16
of the Securities Exchange Act of 1934, as Amended ( Rule 16b-3 ).
3. Effective Date. The Plan originally became effective as of
November 27, 1984. This restatement of the Plan became effective
on August 1, 1995, the date the last amendment incorporated in
this restatement was adopted by the Board.
4. Stock Subject to the Plan. The number of shares that may be
granted under this Plan shall not exceed in the aggregate
9,380,200 shares of the Common Stock, $.01 par value, of the
Company ("the "Shares"); provided, however, that such maximum
number of Shares shall be reduced by the number of any Shares that
are made subject to options (which have not subsequently expired
or been terminated before exercise) pursuant to the Stratus
Computer, Inc. Stock Option Plan (January 1983). Any Shares
subject to an option which for any reason expires or is terminated
unexercised as to such Shares may again be the subject of an
option under the Plan. In addition any Shares purchased by an
optionee upon exercise of an option under this Plan that are
subsequently repurchased by the Company pursuant to the terms of
such option may again be the subject of an option under the Plan.
The Shares delivered upon exercise of options under this Plan may,
in whole or in part, be either authorized but unissued Shares or
issued Shares reacquired by the Company.
5. Administration. This Plan shall be administered by a committee
consisting of two (2) or more members of the Board of Directors of
the Company (the Board ), all of whom are disinterested persons
as defined under Rule 16b-3 (the "Committee"). Subject to the
provisions of this Plan, the Committee shall have full power to
construe and interpret the Plan and to establish, amend and
rescind rules and regulations for its administration. Any
decisions made with respect thereto shall be final and binding on
the Company, the optionee and all other persons.
6. Eligible Participants. Options may be granted to such employees
and directors of the Company or of any of its subsidiaries as are
selected by the Committee.
7. Options Granted to Outside Directors. The provisions of this
paragraph 7 govern the granting and terms of options for
nonemployee members of the Board ("Outside Directors"). These
provisions supersede all other provisions of the Plan to the
extent such other provisions are inconsistent with this Paragraph
7. For purposes of this Paragraph 7, "Shares" shall mean the
total number of Shares available under the Plan as such number may
be affected by stock splits or combinations, stock dividends, and
similar recapitalizations.
(a) any options granted to an Outside Director shall have a term
of ten (10) years and shall be immediately exercisable in
full or in part.
(b) The following vesting and repurchase provisions shall be
imposed upon any Shares purchased by an Outside Director
upon exercise of any option granted under the Plan:
(i) The number of "Vested Shares" subject to the option
shall be determined as follows: Twenty percent (20%)
of the Shares subject to the option shall become
Vested Shares on the first anniversary of the
effective date of the option agreement. An additional
five percent (5%) of such Shares shall become Vested
Shares at the end of each consecutive three-month
period thereafter, so long as the Director continues
to perform services for the Company, until the fifth
anniversary of such effective date at which time one
hundred percent (100%) of such Shares will be Vested
Shares. If the Director's performance of services for
the Company ceases by reason of death or disability
(as determined by the Committee), an additional thirty
percent (30%) of such Shares shall become Vested
Shares (or, if more than seventy percent (70%) of such
Shares had previously become Vested Shares, the
balance of such Shares shall become Vested Shares).
If, at the time the Outside Director ceases to perform
services for the Company or any of its subsidiaries,
the Outside Director owns Shares acquired pursuant to
the option that are not Vested Shares, the Company
shall have the right, but not the obligation, to
repurchase such nonvested Shares for a purchase price
equal to the option price per share at which the
Outside Director acquired such Shares. All Shares
issued upon exercise of such an option will bear an
appropriate legend which describes this restriction.
(ii) Upon notice from the Company of exercise of its
repurchase rights described in this paragraph 7(d),
certificates for the Shares to be repurchased shall be
transferred by the holder to the Company against
payment by the Company of the purchase price. If the
Company shall fail to exercise its repurchase rights
within thirty (30) days after being notified of the
Outside Director's cessation of services or sixty (60)
days after the acquisition of Shares pursuant to such
option, whichever occurs later, the repurchase rights
of this paragraph with respect to such Shares shall
terminate.
(iii) No Shares subject to repurchase rights pursuant to the
provisions of this paragraph 7(d) shall be transferred
unless the transferee acknowledges to the Company in
writing that such Shares are subject to such rights.
(iv) If the holder of Shares subject to such repurchase
rights fails to comply with any of the provisions of
this paragraph, the Company, at its election and in
addition to its other remedies, may suspend the right
to receive dividends on such Shares, or may refuse to
register on its books any transfer of such Shares or
otherwise to recognize any transfer or change of
ownership of such Shares, until the provisions of this
paragraph are complied with to the satisfaction of the
Company.
(v) The Company may, at its election, cause the
certificate or certificates for any Shares issued
pursuant to the option, so long as such Shares are
subject to the right of repurchase by the Company
pursuant to this paragraph, to be held in escrow by an
agent chosen by the Company, which escrow agent may
be, without limitation, an officer of the Company or
the stock transfer agent of the Company. The escrow
agent shall furnish the registered holder of the
Shares represented by such escrowed certificate(s) a
written agreement to deliver, free of escrow, (i) a
certificate or certificates for any such Shares that
are Vested Shares and (ii) amounts equal to the
purchase price paid for any such Shares repurchased by
the Company pursuant to this paragraph.
(c) Each Outside Director shall be granted an annual stock
option award of 3,000 shares at the fair market value of the
Company s stock on the date of each annual shareholder
meeting and each new Outside Director shall be awarded a
onetime stock option grant of 6,000 shares at the fair
market value of such Company s stock on the date he or she
first joins the Board.
8. Duration of the Plan. This Plan shall terminate on December 31,
2004, unless terminated earlier pursuant to Paragraph 11 hereof,
and no options may be granted thereafter.
9. Terms and Conditions of Options. Subject to the provisions of
Paragraph 7 concerning options granted to Outside Directors,
options granted under this Plan shall be evidenced by stock option
agreements in such form and not inconsistent with the Plan as the
Committee shall approve from time to time, which agreements shall
evidence the following terms and conditions:
(a) Price. Each option agreement shall specify the purchase
price per share of stock payable upon the exercise of the
option granted thereunder, which price shall not be less
than 50% of the fair market value of one share on the date
of grant in the case of options granted to individuals whose
transactions in Company stock could subject the individual
to suit under Section 16(b) of the Securities Exchange Act
of 1934 ( Section 16 Persons ).
(b) Number of Shares. Each option agreement shall specify the
number of Shares to which it pertains.
(c) Exercise of Options. Except as provided in Paragraph 7 each
option shall be exercisable for the full amount or for any
part thereof and at such intervals or in such installments
as is specified in the option agreement pertaining thereto;
provided, however, that no option shall be exercisable with
respect to any shares later than ten (10) years after the
date of grant of such option.
(d) Notice of Exercise and Payment. Each option hereunder shall
be exercisable only by delivery of a written notice to the
Company's Treasurer or any other officer of the Company
designated by the Committee to accept such notices on its
behalf, specifying the number of Shares for which it is
exercised. If said Shares are not at that time effectively
registered under the Securities Act of 1933, as amended, the
optionee shall include with such notice a letter, in form
and substance satisfactory to the Company, confirming that
the Shares are being purchased for the optionee's own
account for investment and not with a view to distribution.
Payment shall be made in full at the time the option is
exercised. Payment shall be made (i) by cash or check, (ii)
if permitted by the Committee, by delivery and assignment to
the Company of Shares of Company stock having a fair market
value (as determined by the Committee) equal to the option
price, (iii) only with respect to optionees who are Section
16 Persons, and if permitted by the Committee, by promissory
note, or (iv) by a combination of (i), (ii) and (iii) (if
applicable).
(e) Withholding Taxes; Delivery of Shares. The Company's
obligation to deliver Shares of Common Stock upon exercise
of the option, in whole or in part, shall be subject to the
optionee's satisfaction of all applicable federal, state and
local income and employment tax withholding obligations.
The optionee may satisfy the obligation, in whole or in
part, by electing to have the Company withhold Shares of
Common Stock having a value equal to the amount required to
be withheld. The value of Shares to be withheld shall be
based on the fair market value of the Shares on the date the
amount of tax to be withheld is to be determined (the "Tax
Date"). The optionee's election to have Shares withheld for
this purpose will be subject to the following restrictions:
(1) the election must be made prior to the Tax Date, (2) the
election must be irrevocable, (3) the election will be
subject to the right of the Committee to disapprove the
election, and (4) if a participant is a Section 16 Person,
such election must comply in all respects with the
requirements of Rule 16b-3.
(f) Termination of Options. Each option shall terminate and may
no longer be exercised if the optionee ceases for any reason
to be an employee or director of the Company or any of its
subsidiaries, subject to the following provisions:
(i) if the optionee's employment or service as a director
shall have been terminated for any reason other than
cause, death or disability, the optionee may at any
time within a period of thirty (30) days after such
termination of employment or service as a director, if
and to the extent permitted by the option agreement,
exercise the option to the extent it was exercisable
on the date of termination of the optionee's
employment or service as a director;
(ii) if the optionee's employment or service as a director
shall have been terminated because of disability
within the meaning of Section 22(e) (3) of the
Internal Revenue Code of 1986, as amended (the
Code ), the optionee may at any time within a period
not longer than one (1) year and one day after such
termination of employment or service as a director, if
and to the extent permitted by the option agreement,
exercise the option to the extent that the option was
exercisable on the date of termination of the
optionee's employment or service as a director; and
(iii) if the optionee dies at a time when he might have
exercised the option, then his estate, personal
representative or beneficiary to whom it has been
transferred pursuant to Paragraph 8(h) hereof may at
any time within a period not longer than one (1) year
after the optionee's death, if and to the extent
permitted by the option agreement, exercise the option
to the extent the optionee might have exercised it at
the time of this death; provided, however, that no
option may be exercised to any extent by anyone after
the date of expiration of the option.
(g) Rights as Shareholder. The optionee shall have no rights as
a shareholder with respect to any Shares covered by his
option until the purchase thereof.
(h) Non-Transferability. No option shall be transferable by the
optionee otherwise than by will or the laws of descent or
distribution, and each option shall be exercisable during
his lifetime only by him.
(i) Repurchase of Shares by the Company. Subject to the
provisions in Paragraph 7, any Shares purchased by an
optionee upon exercise of an option may in the discretion of
the Committee be subject to repurchase by the Company if and
to the extent specifically set forth in the option agreement
pursuant to which the Shares were purchased.
9. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. Appropriate adjustment shall be made in the
maximum number of Shares of Common Stock subject to the Plan and
to the number of Shares of Common Stock fixed in Section 7(c)
above, to give effect to any stock dividends, stock splits, stock
combinations, recapitalizations and other similar changes in the
capital structure of the Company. Appropriate adjustment shall be
made in the number, kind, and option price of Shares covered by
any outstanding option hereunder to give effect to any stock
dividends, stock splits, stock combinations, recapitalizations and
other similar changes in the capital structure of the Company
after the date such option is granted.
10. Merger; Sales of Assets; Dissolution. In the event of a change of
the Common Stock resulting from a merger or similar reorganization
as to which the Company is the surviving corporation, the number
and kind of Shares which thereafter may be optioned and sold under
the Plan and the number and kind of Shares then subject to options
granted hereunder and the price per share thereof shall be
appropriately adjusted in such manner as the Board may deem
equitable to prevent substantial dilution or enlargement of the
rights available or granted hereunder. Except as otherwise
determined by the Board of Directors, a merger or a similar
reorganization which the company does not survive, or a sale of
all or substantially all of the assets of the Company, shall cause
every option outstanding hereunder to terminate, to the extent
not then exercised, unless any surviving entity agrees to assume
the obligations hereunder.
11. Termination or Amendment of Plan. The Board may at any time
terminate the Plan or make such changes in or additions to the
Plan as it deems advisable without further action on the part of
the Shareholders of the Company provided:
(a) that no such termination or amendment shall adversely affect
or impair any then outstanding option without the consent of
the optionee holding such option;
(b) that any such amendment which:
(i) increases the maximum number of Shares subject to the
Plan (subject to the provisions of Section 9);
(ii) changes the class of person eligible to participate in
the Plan; or
(iii) materially increases the benefits accruing to
participants under the Plan shall be subject to
approval by the shareholders of the Company within one
(1) year from the effective date of such amendment and
shall be null and void if such approval is not
obtained; and
(c) that Section 7(c) of the Plan may not be amended or modified
more than once in any six-month period.
EXHIBIT 10.3
STRATUS COMPUTER, INC.
EMPLOYEE STOCK PURCHASE PLAN
Amended and Restated Effective as of August 1, 1995
1. PURPOSE. The purpose of this Employee Stock Purchase Plan
(the "Plan") is to provide employees of Stratus Computer, Inc. (the
"Company"), and its subsidiaries, who wish to become
shareholders of the Company an opportunity to purchase Common
Stock of the Company (the "Shares"). The Plan is intended to
qualify as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. ELIGIBLE EMPLOYEES. Subject to provisions of Sections 7,
8 and 9 below, any individual who is in the full-time employment
(as defined below) of the Company, or any of its subsidiaries (as
defined in Section 424(f) of the Code) the employees of which are
designated by the Board of Directors as eligible to participate in the
Plan, is eligible to participate in any Offering of Shares (as defined
in Section 3 below) made by the Company hereunder. Regular Full-
time or Regular Part-time employment shall include all employees
whose customary employment is:
(a) in excess of twenty (20) hours per week, and
(b) more than five (5) months in the relevant calendar year,
in the calendar year during which said Offering Date occurs or in the
calendar year immediately preceding such year.
3. OFFERING DATES. From time to time, the Company, by
action of the Board of Directors, will grant rights to purchase Shares
to employees eligible to participate in the Plan pursuant to one or
more offerings (each of which is an "Offering") on a date or series
of dates (each of which is an "Offering Date") designated for this
purpose by the Board of Directors.
4. PRICES. The price per share for each grant of rights hereunder
shall be the lesser of:
(a) eighty-five percent (85%) of the fair market value of a Share
on the Offering Date on which such right was granted; or
(b) eighty-five percent (85%) of the fair market value of a Share
on the date such right is exercised.
At its discretion, the Board of Directors may determine a higher
price for a grant of rights.
5. EXERCISE OF RIGHTS AND METHOD OF PAYMENT.
(a) Rights granted under the Plan will be exercisable periodically
on specified dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise
of rights granted hereunder shall be through regular payroll
deductions or by lump sum cash payment, or both, as
determined by the Board of Directors; provided, however,
that payment through regular payroll deductions may in no
event commence before the date on which a prospectus (or,
if permitted by the Code, an Information Statement) with
respect to the Offering of the Shares covered by the Plan is
provided to each participating employee. No interest shall be
paid upon payroll deductions unless specifically provided for
by the Board of Directors.
(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon
exercise of a right granted hereunder shall be promptly
returned to such employee by the Company after termination
of the right to which the payment relates.
6. TERM OF RIGHTS. Rights granted on any Offering Date shall
be exercisable upon the expiration of such period ("Offering
Period") as shall be determined by the Board of Directors when it
authorizes the Offering, provided that such Offering Period shall in
no event be longer than twenty-seven (27) months.
7. SHARES SUBJECT TO THE PLAN. No more than three
million one hundred thousand (3,100,000) Shares may be sold
pursuant to rights granted under the Plan. Appropriate adjustments
in the above figure, in the number of Shares covered by outstanding
rights granted hereunder, in the exercise price of the rights and in the
maximum number of Shares which an employee may purchase
(pursuant to Section 9 below) shall be made to give effect to any
mergers, consolidations, reorganizations, recapitalizations, stock
splits, stock dividends or other relevant changes in the capitalization
of the Company occurring after the effective date of the Plan,
provided that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share. Any
agreement of merger or consolidation will include provisions for
protection of the then existing rights of participating employees
under the Plan. Either authorized and unissued Shares or issued
Shares heretofore or hereafter reacquired by the Company may be
made subject to rights under the Plan. If for any reason any right
under the Plan terminates in whole or in part, Shares subject to such
terminated right may again be subjected to a right under the Plan.
8. LIMITATIONS ON GRANTS
(a) No employee shall be granted a right hereunder if such
employee, immediately after the right is granted, would own
stock or rights to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of
all classes of stock of the Company, or of any subsidiary,
computed in accordance with Sections 423(b)(3) and 424(d)
of the Code.
(b) No employee shall be granted a right which permits his right
to purchase shares under all employee stock purchase plans
of the Company and its subsidiaries to accrue at a rate which
exceeds twenty-five thousand dollars ($25,000) (or such
other maximum as may be prescribed from time to time by
the Code) of the fair market value of such Shares
(determined at the time such right is granted) for each
calendar year in which such right is outstanding at any time
in accordance with the provisions of Section 423(b)(8) of the
Code.
(c) No right granted to any participating employee under a single
Offering shall cover more shares than may be purchased at
an exercise price equal to that percentage of the employee's
annual rate of compensation on the date the employee elects
to participate in the Offering as determined by the Board of
Directors from time to time.
9. LIMIT ON PARTICIPATION. Participation in an Offering
shall be limited to eligible employees who elect to participate in such
Offering in the manner, and within the time limitation, established
by the Board of Directors when it authorizes the Offering.
10. CANCELLATION OF ELECTION TO PARTICIPATE.
An employee who has elected to participate in an Offering may
cancel such election (unless such employee shall have waived this
cancellation right in accordance with procedures established by the
Board of Directors) as to all (but not part) of the rights granted under
such Offering by giving written notice of such cancellation to the
Company before the expiration of the Offering Period. Any
amounts paid by the employee for the Shares or withheld for the
purchase of Shares from the employee's compensation through
payroll deductions shall be paid to the employee, without interest,
upon such cancellation.
11. TERMINATION OF EMPLOYMENT. Upon termination of
employment for any reason, including the death of the employee,
before the date on which any rights granted under the Plan are
exercisable, all such rights shall immediately terminate and amounts
paid by the employee for the Shares or withheld for the purchase of
Shares from the employee's compensation through payroll
deductions shall be paid to the employee or to the employee's estate,
without interest.
12. EMPLOYEE'S RIGHTS AS SHAREHOLDERS. No
participating employee shall have any rights as a shareholder in the
Shares covered by a right granted hereunder until such rights have
been exercised, full payment has been made for the corresponding
Shares and the Share certificates are actually issued.
13. RIGHTS NOT TRANSFERABLE. Rights under the Plan are
not assignable or transferable by a participating employee and are
exercisable only by the employee.
14. TERMINATION OR AMENDMENT OF PLAN
The Board of Directors may at any time terminate or amend this Plan
without notice and without further action on the part of shareholders
of the Company, provided:
(a) that no such termination or amendment shall adversely affect
the then existing rights of any participating employee;
(b) that any such amendment which:
(i) increases the number of Shares subject to the Plan
(subject to the provisions of Section 7);
(iii) changes the class of persons eligible to participate
under the Plan; or
(iii) materially increases the benefits accruing to participants
under the Plan
shall be subject to approval of the shareholders of the Company.
15. EFFECTIVE DATE AND APPROVALS. The Plan was
originally adopted by the Board of Directors on November 15,
1983, became effective on December 31, 1983, and was approved
by the shareholders of the Company on May 22, 1984. This
amendment and reinstatement of the Plan became effective on
August 1, 1995, the date it was adopted by the Board of Directors.
The Company's obligation to offer, sell and deliver its Shares under
the Plan is subject to the approval of any governmental authority
required in connection with the authorized issuance or sale of such
Shares and is further subject to the Company receiving the opinion
of its counsel that all applicable securities laws have been complied
with.
16. TERM OF PLAN. No rights shall be granted under the Plan after
December 31, 2004.
17. ADMINISTRATION OF THE PLAN. The Board of Directors
or any committee or person(s) to whom it delegates its authority (the
"Administrator") shall administer, interpret and apply all provisions
of the Plan. The Administrator may waive such provisions of the
Plan as it deems necessary to meet special circumstances not
anticipated or covered expressly by the Plan. Nothing contained in
this Section shall be deemed to authorize the Administrator to alter or
administer the provisions of the Plan in a manner inconsistent with
the provisions of Section 423 of the Code.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) for the registration of 2,100,000 shares of common stock
pertaining to the Stock Option Plan (January, 1983), Non-Qualified Common
Stock Option Plan and Employee Stock Purchase Plan of Stratus Computer, Inc.
of our report dated January 20, 1995 with respect to the consolidated
financial statements of Stratus Computer, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended January 1, 1995, and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
November 27, 1995
