<PAGE> 1
As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 33-30007
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 06-1047163
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
------------------
1988 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
------------------
HENRI A. TERMEER, PRESIDENT
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address and telephone number of agent for service)
with copies to:
MAUREEN P. MANNING, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
On December 20, 1991, the stockholders of Genzyme Corporation, a Delaware
corporation ("Genzyme-Delaware"), approved the reincorporation in Massachusetts
by means of a merger of Genzyme-Delaware with and into its wholly-owned
Massachusetts subsidiary, which merger was effected on December 30, 1991. By
this amendment, Genzyme Corporation, a Massachusetts corporation (the
"Registrant"), hereby adopts this Registration Statement as its own for all
purposes of the Securities Act of 1933 (the "Securities Act") and the Securities
Exchange Act of 1934 (the "Exchange Act"), each as amended. This adoption is as
of December 30, 1991 and is made pursuant to Rule 414(d) under the Securities
Act.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's annual report on Form 10-K for the year ended
December 31, 1996.
(b) All other reports of the registrant filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996.
(c) The description of the Registrant's General Division Common Stock
contained in the Registrant's Registration Statement on Form 8-B filed on
February 28, 1992, as amended by Form 8-B/A filed on March 31, 1995, including
any further amendment or report filed hereafter for the purpose of updating such
description.
(d) The description of the Registrant's General Division Common Stock
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed on March 23, 1989, as amended by Form 8-A/A filed on November 28, 1994,
including any further amendment or report filed hereafter for the purpose of
updating such description.
(e) The description of the Registrant's Tissue Repair Division Common
Stock filed in the Registrant's Registration Statement on Form 8-A filed on
September 9, 1994, as amended by Form 8-A/A filed on December 14, 1994,
including any further amendment or report filed hereafter for the purpose of
updating such description.
(f) The description of the Registrant's Tissue Repair Division Common
Stock Purchase Rights contained in the Registrant's Registration Statement on
Form 8-A filed on November 28, 1994, including any amendment or report filed
hereafter for the purpose of updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of General Division Common Stock ("General Stock") and Tissue Repair
Division Common Stock ("TR Stock") offered hereunder have been sold or which
deregisters all shares of General Stock and TR 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.
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<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Registrant the power to indemnify any director, officer, employee or
agent to whatever extent permitted by the Registrant's Restated Articles of
Organization, Bylaws or a vote adopted by the holders of a majority of the
shares entitled to vote thereon, if such indemnitee acted (a) in good faith in
the reasonable belief that his action was in the best interests of the
corporation or (b) to the extent that the matter for which indemnification is
sought relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Such indemnification may include payment by the Registrant of expenses incurred
in defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under the statute.
Article VI of the Registrant's Bylaws provides that the Registrant shall,
to the extent legally permissible, indemnify each person who may serve or who
has served at any time as a director or officer of the corporation or of any of
its subsidiaries, or who at the request of the corporation may serve or at any
time has served as a director, officer or trustee of, or in a similar capacity
with, another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he 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). Such
indemnification shall include payment by the Registrant of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Article VI, which undertaking may be accepted
without regard to the financial ability of such person to make repayment.
The indemnification provided for in Article VI is a contract right inuring
to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's Bylaws.
Section 13(b)(1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the directors' personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
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<PAGE> 5
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders, and (iv) transactions from
which the director derived an improper personal benefit. Article VI.C.5 of the
Registrant's Restated Articles of Organization provides that no director shall
be personally liable to the corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the Massachusetts Business Corporation Law as
in effect when such liability is determined.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index immediately following the signature page.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE> 6
(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) 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 provisions referred to in Item 6
hereof, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 7
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth
of Massachusetts, on this 16th day of April, 1997.
GENZYME CORPORATION
By /s/ Henri A. Termeer
-----------------------------
Henri A. Termeer, President
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 1 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Director and Principal April 16, 1997
- -----------------------------
Henri A. Termeer Executive Officer
/s/ David J. McLachlan Principal Financial and April 16, 1997
- ----------------------------- Accounting Officer
David J. McLachlan
/s/ Constantine E. Anagnostopoulos Director April 16, 1997
- -----------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director April 16, 1997
- -----------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director April 16, 1997
- -----------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director April 16, 1997
- -----------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director April 16, 1997
- -----------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director April 16, 1997
- -----------------------------
Henry R. Lewis
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT Page
NUMBER Description Number
------ ----------- ------
<S> <C> <C>
5.1 Opinion of Palmer & Dodge LLP as to the legality of the 9
securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent 10
accountants. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit *
5.1).
99.1 Genzyme Corporation 1988 Director Stock Option Plan, as
amended and restated through July 25, 1996. 11
</TABLE>
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<PAGE> 1
Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 16, 1997
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
We are rendering this opinion in connection with Registration Statement
No. 33-30007 (the "Registration Statement") relating to shares of the General
Division Common Stock, $0.01 par value, and Tissue Repair Division Common Stock,
$0.01 par value (collectively, the "Shares"), of Genzyme Corporation (the
"Company"), offered pursuant to the provisions of the Company's 1988 Director
Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with 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 thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
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<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33-30007) of Genzyme Corporation for its 1988 Director Stock
Option Plan of our reports dated February 27, 1997 on our audits of the
consolidated financial statements and financial statement schedule of Genzyme
Corporation, the combined financial statements and financial statement schedule
of Genzyme General Division and the combined financial statements and financial
statement schedule of Genzyme Tissue Repair Division all as of December 31, 1995
and 1996 and for each of the three years in the period ended December 31, 1996,
which reports are included in Genzyme Corporation's 1996 Annual Report on Form
10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
April 16, 1997
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<PAGE> 1
Exhibit 99.1
Adopted by directors on December 15, 1988
Approved by shareholders on May 18, 1989
Amended by directors on March 17, 1993
Approved by shareholders on May 21, 1993
Amended and restated by directors on August
25, 1994 Adopted by shareholders on December
12, 1994 Amended by directors on March 14,
1996 Adopted by shareholders on May 16, 1996
Restated to reflect 2:1 stock split of the
General Stock on July 25, 1996
GENZYME CORPORATION
1988 DIRECTOR STOCK OPTION PLAN
This 1988 Director Stock Option Plan dated December 15, 1988 (the "Plan")
governs options to purchase General Division Common Stock, $0.01 par value
("General Stock"), and Tissue Repair Division Common Stock, $0.01 par value ("TR
Stock"), of Genzyme Corporation (the "Company") granted on or after the date
hereof by the Company to members of the Board of Directors of the Company who
are not also officers or employees of the Company. The purpose of the Plan is to
attract and retain qualified persons to serve as Directors of the Company and to
encourage ownership of stock of the Company by such Directors so as to provide
additional incentives to promote the success of the Company.
1. ADMINISTRATION OF THE PLAN.
Grants of stock options under the Plan shall be automatic as
provided in Section 6. However, all questions of interpretation with respect to
the Plan and options granted under it shall be determined by a committee
consisting of all Directors of the Company who are not eligible to participate
in the Plan, and such determination shall be final and binding upon all persons
having an interest in the Plan.
2. PERSONS ELIGIBLE TO PARTICIPATE IN THE PLAN.
Members of the Board of Directors of the Company (the "Board") who
are not also officers or employees of the Company shall be eligible to
participate in the Plan.
3. SHARES SUBJECT TO THE PLAN.
(a) The aggregate number of shares of General Stock and TR Stock of
the Company which may be optioned under this Plan is 200,000 shares and 70,000
shares, respectively. In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the General Stock or the TR Stock, the maximum aggregate number and
kind of shares or securities of the Company as to which options may be granted
under this Plan and as to which options then outstanding shall be exercisable,
and the option price of such options, shall be appropriately adjusted by the
Board (whose determination shall be conclusive) so as to preserve the value of
the option.
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<PAGE> 2
(b) In the event of a consolidation or merger of the Company with
another corporation where the Company's stockholders do not own a majority in
interest of the surviving or resulting corporation, or the sale or exchange of
all or substantially all of the assets of the Company, or a reorganization or
liquidation of the Company, any deferred exercise period shall be automatically
accelerated and each holder of an outstanding option shall be entitled to
receive upon exercise and payment in accordance with the terms of the option the
same shares, securities or property as he would have been entitled to receive
upon the occurrence of such event if he had been, immediately prior to such
event, the holder of the number of shares of General Stock or TR Stock
purchasable under his or her option or, if another corporation shall be the
survivor, such corporation shall substitute therefor substantially equivalent
shares, securities or property of such other corporation; provided, however,
that in lieu of the foregoing the Board may upon written notice to each holder
of an outstanding option or right provide that such option or right shall
terminate on a date not less than 20 days after the date of such notice unless
theretofore exercised.
(c) Whenever options under this Plan lapse or terminate or otherwise
become unexercisable the shares of General Stock or TR Stock which were subject
to such options may again be subjected to options under this Plan. The Company
shall at all times while this Plan is in force reserve such number of shares of
Stock as will be sufficient to satisfy the requirements of this Plan.
4. NON-STATUTORY STOCK OPTIONS
All options granted under this Plan shall be non-statutory options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
5. FORM OF OPTIONS
Options granted hereunder shall be in substantially the form of the
attached Exhibit A or in such other form as the Board may from time to time
determine.
6. GRANT OF OPTIONS AND OPTION TERMS.
(a) Initial Grant of General Stock Options. Upon the original
adoption of this Plan by the Board of Directors of the Company, initial options
to purchase General Stock were automatically granted to the following Directors
in the amounts set forth opposite their respective names, giving effect to the
2:1 stock split of the General Stock on July 25, 1996:
<TABLE>
<CAPTION>
Name of Director Number of Shares
---------------- ----------------
<S> <C>
Constantine E. Anagnostopoulos 4,000
Charles L. Cooney 8,000
Eileen M. More 4,000
Henry R. Lewis 8,000
Douglas A. Berthiaume 4,000
</TABLE>
(b) Initial Grant of TR Stock Options. Upon the effective date of
the Company's acquisition of BioSurface Technology, Inc., initial options to
purchase 5,000 shares of TR Stock shall be automatically granted to each
Director then in office who is not also an officer or employee of the Company.
(c) Automatic Grant of Options. At each annual meeting of the
stockholders of the Company, those Directors to be elected or re-elected at that
meeting who are eligible to receive options under the Plan shall automatically
be granted, for each year of the term of office to which they are elected,
options to purchase (i) 4,000 shares of General Stock and (i) a number of shares
of TR Stock equal to 1,000 times a fraction, the numerator of which is the Fair
Market Value of the General Stock and the denominator of which is the Fair
Market Value of the TR Stock. In addition, upon the election of an eligible
Director under the Plan other than at an annual meeting of stockholders (whether
by the Board of Directors or the stockholders and
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<PAGE> 3
whether to fill a vacancy or otherwise), such Director shall automatically be
granted options to purchase the number of shares of General Stock and TR Stock
described in the preceding sentence for each year or portion thereof of the term
of office to which he or she is elected. The "Date of Grant" for options granted
under this Plan shall be (i) the date this Plan is initially adopted by the
Board of Directors for the initial options to purchase General Stock, (ii) the
effective date of the Company's acquisition of BioSurface Technology, Inc. for
the initial options to purchase TR Stock and (iii) the date of election or
re-election as a Director, as the case may be, for all subsequent options. No
options shall be granted hereunder after ten years from the date on which this
Plan was initially approved and adopted by the Board of Directors. As used
herein, "Fair Market Value" for the General Stock and the TR Stock shall mean
the last sale price for the General Stock and the TR Stock, respectively, as
reported by the National Association of Securities Dealers Automated Quotations
National Market System on the Date of Grant of such options.
(d) Option Price. The option price for each option granted under
this Plan shall equal to the Fair Market Value of the class of common stock with
respect to which the option is exercisable.
(e) Term of Option. The term of each option granted under this Plan
shall be ten years from the Date of Grant.
(f) Period of Exercise.
(i) Options to purchase General Stock initially granted upon
adoption of this Plan by the Board of Directors became exercisable with respect
to the number of shares indicated below on the date of the annual meetings of
stockholders of the Company set forth opposite the number of shares (giving
effect to the 2:1 stock split of the General Stock on July 25, 1996) if and only
if the option holder was a member of the Board of Directors of the Company at
the opening of business on that date:
<TABLE>
<CAPTION>
Name of Director Number of Shares Annual Meeting
---------------- ---------------- --------------
<S> <C> <C>
Constantine E. Anagnostopoulous 4,000 1990
Charles L. Cooney 4,000 1989
Charles L. Cooney 4,000 1990
Eileen M. Moore 4,000 1989
Henry R. Lewis 4,000 1990
Henry R. Lewis 4,000 1991
Douglas A. Berthiaume 4,000 1989
</TABLE>
(ii) Options to purchase TR Stock initially granted upon the
effective date of the Company's acquisition of BioSurface Technology, Inc. shall
be exercisable in full on their Date of Grant.
(iii) Options granted under this Plan at an annual meeting of
stockholders shall become exercisable with respect to one-third of the total
number of shares of General Stock and TR Stock on the date of each annual
meeting of stockholders following their Date of Grant, if and only if the option
holder is a member of the Board of Directors of the Company at the opening of
business on that date (for example, if options to purchase a total of 12,000
shares of General Stock and 1,500 shares of TR Stock are granted to a Director
at the 1996 annual meeting, the options will become exercisable with respect to
4,000 shares of General Stock and 500 shares of TR Stock at each of the 1996,
1997 and 1998 annual meetings). Directors holding exercisable options under this
Plan who cease to serve as members of the Board of Directors of the Company may,
during their lifetime, exercise the rights they had under such options at the
time they ceased being a Director for the full unexpired term of such option.
Upon the death of a Director, those entitled to do so under the Director's will
or the laws of descent and distribution shall have the right, at any time within
twelve months after the date of death, to exercise in whole or in part any
rights which were available to the Director at the time of his or her death.
Options granted under the Plan shall terminate, and no rights thereunder may be
exercised, after the expiration of the applicable exercise period.
Notwithstanding the
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<PAGE> 4
foregoing provisions of this section, no rights under any options may be
exercised after the expiration of ten years from their Date of Grant.
(g) Method of Exercise and Payment. Options may be exercised only by
written notice to the Company at its head office accompanied by payment of the
full option price for the shares of Stock as to which they are exercised. The
option price shall be paid in cash or by check. Upon receipt of such notice and
payment, the Company shall promptly issue and deliver to the optionee (or other
person entitled to exercise the option) a certificate or certificates for the
number of shares as to which the exercise is made.
(h) Non-transferability. Options granted under this Plan shall not
be transferable by the holder thereof otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the holder's
lifetime, only by him or her.
7. LIMITATION OF RIGHTS.
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option or any other action taken pursuant to the Plan, shall
constitute an agreement or understanding, express or implied, that the Company
will retain an optionee as a Director for any period of time or at any
particular rate of compensation.
(b) No Stockholders' Rights for Options. Directors shall have no
rights as a stockholder with respect to the shares covered by their options
until the date they exercise such options and pay the option price to the
Company, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such option is exercised and paid for.
8. AMENDMENT OR TERMINATION.
The Company's Board may amend or terminate this Plan at any time,
provided that (i) an increase of the aggregate number of shares of General Stock
or TR Stock which may be optioned under this Plan (except as permitted by
Section 2 of the Plan), (ii) material modification of the requirements as to
eligibility for participation under this Plan, and (iii) a material increase in
benefits to participants under this Plan are subject to approval by stockholders
of the Company within 12 months from the date of such amendment by the
affirmative vote of the holders of a majority of the shares of Stock of the
Company present, or represented and entitled to vote at a meeting duly held in
accordance with the laws of Massachusetts. In the event such approval is not
obtained, options granted subsequent to any such amendment shall not be entitled
to the benefit thereof, or if the amendment increases the aggregate number of
shares of the Company which may be optioned under this plan and sufficient
shares are not otherwise available under this Plan, shall be void and without
effect.
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