NETWORK SIX, INC.
1993 INCENTIVE STOCK OPTION PLAN
AS RESTATED ON MAY 12, 2000
1. Grant of Options. Network Six, Inc., a Rhode Island corporation, is
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hereby authorized by majority vote of its shareholders to issue stock options
from time to time on the corporation's behalf to any one or more persons who at
the date of such grant are full-time employees of the corporation. Any option
granted under this Plan shall be granted within ten (10) years from the date
hereof.
2. Amount of Stock. The aggregate amount of stock which may be
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purchased pursuant to options granted under this Plan shall be Two Hundred
Seventy-Five Thousand (275,000) shares of the corporation's voting common stock,
having ten cent ($.10) par value. Said Aggregate Amount of stock may be
adjusted pro rata by the Board of Directors in the event of a split of the
corporation's common stock.
3. Limitation. The amount of aggregate fair market value of the stock
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(determined at the time of the grant of the option) for which any single
employee may be granted options hereunder in any calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000.00).
4. Exercise. Any option granted pursuant to this Plan shall contain
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provisions, established by the corporation, setting forth the manner of exercise
of such option. In no event, however, shall any option granted to a person then
owning more than ten percent (10%) of the voting power of all classes of the
corporation's stock be exercisable by its terms after the expiration of five (5)
years from the date of the grant thereof, nor shall any other option granted
hereunder be exercisable by its terms after the expiration of ten (10) years
from the date of the grant thereof.
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5. Nontransferability. The terms of any option granted under this Plan
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shall include a provision making such option nontransferable by the optionee,
except upon death by will or the laws of descent and distribution, and
exercisable during the optionee's lifetime only by the optinoee.
6. Purchase Price. The purchase price for a share of the stock subject
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to any option granted hereunder shall be not less than the fair market value of
the stock on the date of grant of the option, said fair market value to be
determined in good faith at the time of grant of such option by decision of the
corporation; provided, however, that in the case of an option granted to any
person then owning more than ten percent (10%) of the voting power of all
classes of the corporation's stock, the purchase price per share of the stock
subject to option shall be not less than one hundred ten percent (110%) of the
fair market value of the stock on the date of grant of the option, determined in
good faith as aforesaid.
7. Stockholder Approval; Effective Date. At the next regular meeting
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of the stockholders of the corporation, which has been scheduled and will occur
within the period of twelve (12) months beginning April 7, 1993, being the date
of adoption of this Plan by the corporation's Board of Directors, this Plan will
be presented for consideration and approval by the stockholders. The effective
date of this Plan is April 7, 1993.
8. Stock Reserve. The corporation shall at all times during the term
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of this Plan reserve and keep available such number of shares of its ten cent
($.10) par value voting stock as will be sufficient to satisfy the requirements
of this Plan, and shall pay all fees and expenses necessarily incurred by the
corporation in connection with the exercise of options granted hereunder.
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9. Other Terms. Any option granted hereunder may contain such other
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and additional terms, not inconsistent with the terms of this Plan, which are
deemed necessary or desireable by the Board of Directors, or by legal counsel to
the corporation, and such other terms may include those which, together with the
terms of this Plan, shall constitute such option as an "Incentive Stock Option"
within the meaning of Section 422A of the Internal Revenue Code (as may be
amended from time to time), and its regulations as from time to time
promulgated.
10. Exercise of Options. Any option granted hereunder may be exercised
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during the employee's employment with the corporation and for a period of thirty
(30) days after the termination of said employment.
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